BYLAWS - – PLAIN TEXT REFERENCE

B Y L A W S

O F

S T A N F O R D C O U R T  H O M E O W N E R S

A S S O C I A T I O N O F A N A H E I M 

BYLAWS

OF

STANFORD COURT HOMEOWNERS ASSOCIATION OF ANAHEIM

Page

ARTICLE  I: NAME AND LOCATION  1 

Section 1.01  Name and Location  1 

ARTICLE  II: DEFINITIONS  1

Section 2.01 Architectural Committee  1 Section 2.02 Articles and Bylaws 1

Section 2.03 Assessments 1

Subsection A Regular Assessment 2

Subsection B Reconstruction Assessment  2 Subsection C Capital Improvement 2

Assessment 2

Section 2.04 Association 2

Section 2.05 Association Rules   2

Section 2.06 Board   2

Section 2.07 Common Area 3

Section 2.08 Common Expenses   3

Section 2.09 Condominium   5

Section 2.10 Condominium Building 5

Section 2.11 Covered Property  5

Section 2.12 Declarant   5

Section 2.13 Member   5

Section 2.14 Owner 6

Section 2.15 Restricted Common Area 6

Section 2.16 Unit   6

ARTICLE III: MEMBERSHIP AND VOTING RIGHTS

Section 3.01 Membership 6

Section 3.02 Transfer 7

Section 3.03 Voting Rights   7

Section 3.04 Classes of Voting Membership   7

Section 3.05 Special Class A Voting Rights   9

Section 3.06 Approval of Members  9

ARTICLE IV: MEETINGS OF MEMBERS     10

Section 4.01 Organizational and Annual Meetings   10

Section 4.02 Special Meetings      11

Table of Contents

- Continued -

   Page

Section 4.03 Notice of Meetings  12

Section 4.04 Quorum    12

Section 4.05 Action Without Meeting  13

Section 4.06 Mortgagee Representation  13

Section 4.07 Proxies   13

ARTICLE V: BOARD OF DIRECTORS: SELECTION, TERM OF OFFICE  14

Section 5.01 Number  14

Section 5.02 Election and Term of Office  14

Section 5.03 Removal  14

Section 5.04 Compensation  15

Section 5.05 Action by Unanimous Written Consent

Without a Meeting  15

ARTICLE VI: NOMINATION AND ELECTION OF DIRECTORS  16 

Section 6.01 Nomination  16

Section 6.02 Election  16

Section 6.03 Vacancies  17

ARTICLE VII: MEETING OF DIRECTORS  18

Section 7.01 Regular and Special Meetings  18

Section 7.02 Quorum  19

ARTICLE VIII: POWERS AND DUTIES OF THE BOARD OF DIRECTORS  19

Section 8.01 Powers   19

Section 8.02 Duties  21

Section 8.03 Actions that Need Membership 

Approval  26

ARTICLE IX: OFFICERS END THEIR DUTIES  28

Section 9.01 Enumeration of Officers  28

Section 9.02 Election of Officers  28

Section 9.03 Term  28

Section 9.04 Special Appointments  28

Section 9.05 Resignation and Removal  28

Section 9.06 Vacancies  29

Section 9.07 Multiple Offices  29

Section 9.08 Duties  29

Table of Contents

- Continued -

 Page

Subsection A President 29

Subsection B Vice President 29

Subsection C Secretary 30

Subsection D Chief Financial Officer 30 

ARTICLE X: COMMITTEES 31

Section 10.01 Appointment of Committees 31

ARTICLE XI: BOOKS AND RECORDS 31

Section 11.01 Inspection Rights 31

Section 11.02 Maintenance and Inspection of 32

Articles and Bylaws

Section 11.03 Maintenance and Inspection of Other 32

Corporate Records

Section 11.04 Inspection by Directors 33 

ARTICLE XII: ASSESSMENTS 33

Section 12.01 Assessments 33

ARTICLE XIII: CORPORATE SEAL 34 

ARTICLE XIV: AMENDMENTS 34

Section 14.01 Vote Required 34

Section 14.02 Conflict 34 

ARTICLE XV: MISCELLANEOUS  35 

Section 15.01 Fiscal Year 35

Section 15.02 Execution by Officers 35

EXECUTION  36

BYLAWS

OF

STANFORD COURT HOMEOWNERS ASSOCIATION OF ANAHEIM

ARTICLE I

NAME AND LOCATION

Section 1.01: Name and Location: The name of the corporation is STANFORD COURT HOMEOWNERS ASSOCIATION OF ANAHEIM, hereinafter referred to as the "Association". The principal office of the corporation shall be located at the Covered Property in Orange County, California. The meetings of the Members and Directors shall be held at the Covered Property or as close thereto as possible within the State of California, County of Orange, as may be designated by the Board of Directors:

ARTICLE II

Section 2.01: "Architectural Committee" shall mean and refer to the committee or committees provided for in the Article hereof entitled "Committees" 

Section 2.02: "Articles and Bylaws" shall mean and Association and refer to the Articles of Incorporation and the Bylaws of the Association as the same may from time to time be duly amended. 

Section 2.03: "Assessments".  The following meaning shall be given to the Assessments hereinafter defined: 

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A. "Regular Assessment" shall mean the amount which is to be paid by each Member to the Association for Common Expenses, 

B. "Reconstruction Assessment" shall mean a charge against each Member and his unit representing a portion of the cost to the Association for reconstruction of any portion of portions of the 

Common Area pursuant to the provisions of said Declaration. 

C. "Capital Improvement Assessment" shall mean a charge against each Member and his Unit, representing a portion of the cost to the Association for installation or construction of any capital improvements on any of the Common Area which the Association may from time to time authorize pursuant to the provisions of said Declaration.

Section 2.04: "Association" shall mean and refer to STANFORD COURT HOMEOWNERS ASSOCIATION OF ANAHEIM, a nonprofit corporation, incorporated under the laws of the State of California, its successors and assigns.

Section 2.05: "Association Rules" shall mean rules adopted by the Association pursuant to the Article hereof entitled "Duties and Powers". 

Section 2.06: "Board" shall mean the Board of Directors of the Association. 

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Section 2.07: "Common Area" shall mean all portions of the Covered Property except the Units and, without limiting the generality of the foregoing, specifically including all structural projections within a Unit which are required for the support of a Condominium Building, gas, water, waste pipes; all sewers, all ducts, chutes, conduits, wires, and other utility installation of the structures wherever located (except the outlets thereof when located within the Units), the land upon which the structures are located, the air space above these structures, all bearing walls, columns, floors, the roof, the slab foundation, common stairways, window glass and the like. Common Area shall specifically exclude all garage door opening systems and all air conditioning units, notwithstanding that the foregoing are located in the Common Area.

Section 2.08: "Common Expenses" shall mean and refer to the actual and estimated costs of: 

A. Maintenance, management, operation, repair, and replacement of the Common Area, and all other areas on the Covered Property which are maintained by the Association; 

B. Unpaid Assessments; 

C. Maintenance by the Association of Areas within the public right-of-way of public streets in the vicinity of the Covered Property as provided in said Declaration or pursuant to agreements with the City of Anaheim; 

D. Costs of management and administration of the Association, including but not limited to compensation paid by the Association to managers, accountants, attorneys, and employees;

E. The costs of utilities, trash pickup and disposal, gardening and other services which generally benefit and enhance the value and desirability of the Covered Property;  

F. The costs of fire, casualty, liability, workmen's compensation, and other insurance covering the Common Area; 

G. The costs of any other insurance obtained by the Association; 

H. Reasonable reserves as deemed appropriate by the Board; 

I. The costs of bonding of the members of the Board, any professional managing agent, or any other person handling the funds of the Association;

J. Taxes paid by the Association; 

K. Amounts paid by the Association for discharge of any lien or encumbrance levied against the Common Area or portions thereof; 

L. Costs incurred by the Architectural Committee or other committees established by the Board; 

and 

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M. Other expenses incurred by the Association for any reason whatsoever in connection with the Common Area, of the costs of any other item or items designated by said Declaration, the Articles, Bylaws or Association Rules, or in furtherance of the purposes of the Association or in the discharge of any duties of powers of the Association. 

Section 2.09: "Condominium" shall mean a fractional undivided interest in common with the other Owners within the Project in the Common Area with the exception of Lot 5 of Tract No. 12102 which shall be conveyed directly to the 

Association, together with a separate interest in a Unit and all right, title, and interest appurtenant thereto.  

Section 2.10: "Condominium Building" shall mean a separate building containing one or more Units or elements of units. 

Section 2.11: "Covered Property" shall mean and refer to all the real property described as LOT 1 of Tract No. 12102 as per Miscellaneous Map recorded in Book 525, Pages 33 through 34, inclusive, of Official Records in the office of the County Recorder of Orange County. 

Section 2.12: "Declarant" shall mean and refer to CENTURY AMERICAN CORPORATION, a California corporation, its successors and assigns. 

Section 2.13: "Member" shall mean and refer to every person or entity who qualifies for membership pursuant to the Article of said Declaration and these Bylaws entitled "Membership".

Section 2.14: "Owner" shall mean and refer to one or more persons or entities who are alone or collectively the record owner of a fee simple title to a Unit, including 

Declarant, or the vendee under an installment land sales contract, but excluding those having any such interest merely as security for the performance of an obligation. 

Section 2.15: "Restricted Common Area" shall mean those portions of the Common Area which, subject to the rights of the Association and Declarant, are reserved for the exclusive use of the Owners of particular Units.

Section 2.16: "Unit" shall mean the elements of a Condominium not owned in common with the Owners of other Condominiums and shall consist of a Residential Element together with one or more other Condominium Elements set forth in said 

Condominium Plan.

ARTICLE III

MEMBERSHIP AND VOTING RIGHTS

Section 3.01: Membership. Every Owner shall be a Member. Membership of Owners shall be appurtenant to and may not be separated from the interest of such Owner in any Unit. Ownership of a Unit shall be the sole qualification for membership; provided, however, a Member's voting rights or privileges in the recreational facilities, if any, located on the Common Area may be regulated or suspended as provided in said Declaration, these Bylaws, or the Association Rules. Not more than one (1) membership shall exist based upon Ownership of a single Unit. 

Section 3.02: Transfer. The membership held by any Owner shall not be transferred, pledged, of alienated in any way, except that such membership shall automatically be transferred to the transferee of the interest of an Owner required for membership. Any attempt to make a prohibited transfer is void and will not be reflected upon the books and records of the Association. The Association shall have the 

right to record the transfer upon the books of the Association without any further action of consent by the transferring Owner. 

Section 3.03: Voting Rights. An Owner's right to vote shall vest immediately upon the date Regular Assessments commence upon such Owner's Unit as provided in the Declaration of Covenants, Conditions, and Restrictions affecting the Covered Property. All voting rights shall be subject to the restrictions and limitations provided herein and in the Articles, Declarations of Covenants, Conditions, and Restrictions, and Association Rules. 

Section 3.04: Classes of Voting Membership. The Association shall have two (2) classes of voting membership:

Class A: Class A Members shall be all Owners with the exception of the Declarant.

Class A Members shall be entitled to one (1) vote for each Unit in which they hold the

interest required for membership. When more than one (1) person owns a portion of the interest in a Unit required for membership, each such person shall be a Member and the vote for such Unit shall be exercised as they among themselves determine, but in no event shall more than one (1) vote be cast with respect to any Unit. The Association shall not be required to recognize the vote or written assent of any such co-Owner except the vote or written assent of the co-owner designated in a writing executed by all of such co-owners and delivered to the Association. 

Class B: The Class B Member shall be Declarant. The Class B Member shall be entitled to three (3) votes for each Unit in which it holds the interest required for 

membership; provided that the Class B membership shall cease and be converted to Class A membership on the happening of any of the following events, whichever occurs earlier:

(1) When the total votes outstanding in the Class A membership equals the total votes outstanding in the Class B membership; 

(2) The second anniversary of the original issuance of the Final Subdivision Public Report. 

Section 3.05: Special Class A Voting Rights. Notwithstanding the provisions of this Article, if the Class A Members do not have sufficient voting power pursuant to the voting rights set forth in said Declaration and these Bylaws to elect at least twenty percent (20%) of the total number of  directors on the Board, at any meeting of the Members at which directors are to be elected, then such Class A Members shall, by majority vote, among themselves, elect the number of directors required to equal twenty percent (20%) of the total number of directors on the Board. In the event twenty percent (20%) of the total number of directors is equal to any fractional number, the number of directors to be elected pursuant to the special Class A voting right shall be rounded to the next higher whole number. In no event shall the Class A Members be entitled to elect more than twenty percent (20%) of the total number of directors, adjusted for any fractional number as hereinabove provided, pursuant to the provisions of this special Class A voting right. The remaining vacancies on the Board shall be elected by the Class B Member. 

Section 3.06: Approval of Members. Unless elsewhere otherwise specifically provided in said Declaration or the Bylaws, any provision of these Bylaws which requires the vote or written assent of a specified majority of the voting power of

the Association or any class or classes of membership shall be deemed satisfied by the following: 

A. The vote of the specified percentage at a meeting duly called and noticed pursuant to the provisions of the Bylaws dealing with annual or special meetings of the Members. Such percentage must include that specified number of all Members entitled to vote at such meeting and not such a percentage of those Members present;

B. Written consents signed by the specified percentage of Members as provided herein;

C. In any matter requiring the consent of the Members, but not specifically provided for in said Declaration, the Articles, these Bylaws, or any contract executed by the Association, a simple majority of the voting power of Members entitled to vote on such matters shall suffice. 

ARTICLE IV

MEETINGS OF MEMBERS

Section 4.01: Organizational and Annual Meetings. Regular meetings of Members of the Association shall be held not less frequently than one (1) each calendar year at a time and place prescribed by these Bylaws. The first meeting of the Association, whether a regular or special meeting, shall be held within forty-five (45) days after the closing of the sale 

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of the subdivision interest which represents the fifty-first percentile interest authorized for sale under the fifty-first (51st) Public Report for the Covered Property, but in no event shall the meeting be held later than six (6) months after the closing of the sale of the first subdivision interest. Meetings of Association Members shall be held within the Covered Property  or at a meeting place as close thereto as possible. Unless unusual conditions exist, Members' meetings shall not be held outside of Orange County. At such meetings there shall be elected by ballot of the Owners a Board of Directors in accordance with the requirements of the Article herein entitled "Board of Directors". The Owners may also transact such other business of the Association as may properly come before them. 

Section 4.02: Special Meetings. A special meeting of the members of the Association shall be promptly called by the President of any Director upon: 

A. The vote for such a meeting by a majority of a quorum of the Board of Directors;

B. Receipt of a written request for a special meeting signed by Members representing at least five percent (5%) of the total voting power of the Association.

No business shall be transacted at a special meeting except as stated in the notice unless by consent of a quorum of the owners present, either in person or by proxy.

Section 4.03: Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary of person authorized to call the meeting, by mailing a copy of such notice by first class mail, postage prepaid. Except in emergency situations, at least ten (10) days' notice of any such meeting, but no more than sixty (60) days, shall be provided to each Member entitled to vote thereat, addressed to the Member's address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice. Such notice shall specify the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. 

Section 4.04: Quorum. The presence in person or by proxy of Unit Owners holding at least fifty percent (50%) of the voting power of the membership shall constitute a quorum for the transaction of business at all meetings. In the absence of a quorum at a Members' meeting, a majority of those present in person or by proxy may adjourn the meeting to another time, but may not transact any other business. An adjournment for lack of a quorum shall be to date not less than five (5) days and not more than thirty (30) days from the original meeting date. The quorum for such a meeting shall be at least thirty-three percent (33%) of the total voting power of the Association, present in person or by proxy.  If a time and place for the adjourned meeting is not fixed by those in attendance at the original meeting, or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the place, day, and hour of the adjourned meeting shall be given to Members in the same manner prescribed for regular meetings. 

Section 4.05: Action Without Meeting. Any action which may be taken by the vote of Members at a regular or special meeting, except the election of governing body members where cumulative voting is a requirement, may be taken without a meeting if done in compliance with the provisions of Section 7513 of the Corporations Code. 

Section 4.06: Mortgagee Representation. First Mortgagees shall have the right to attend all meetings of the Members through a representative designated in writing and 

delivered to the Board. In addition, all notices of meetings provided for herein shall be sent to all First Mortgagees who have designated representatives.

Section 4.07: Proxies. At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Unit.

ARTICLE V

BOARD OF DIRECTORS: SELECTION, TERM OF OFFICE

Section 5.01: Number. The affairs of the Association shall be managed by a Board of five (5) Directors, who need not be Members of the Association so long as the Class B membership shall exist. Thereafter, the Board shall consist only of Members who are in good standing with the Association. 

Section 5.02: Election and Term of office. At the first annual meeting of the Association, three (3) Directors shall be elected for a term of one (1) year, and two (2) Directors for a term of two (2) years. Thereafter, all Directors shall be elected to fill the vacancies of those Directors whose terms have expired, and the term of those so elected shall be two (2) years. All Directors shall hold office until their successors have been elected and hold their first meeting. 

Section 5.03: Removal. Except as stated below, any Director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. Unless the entire Board of Directors is removed from office by the vote of Members of the Association, an individual Director shall not be removed prior to the expiration of his term in office if the votes cast against removal would be sufficient to elect such Director if voted cumulatively at an election at which the same total number of votes were cast and the entire number of Board of Director Members authorized at the time of the most recent election of the governing body member were then being elected. A Director who has been elected to office solely by the votes of Members of the Association other than the Declarant may be removed from office prior to the expiration of his term of office only by the vote of at least a simple majority of the voting power residing in Members other than Declarant.

Section 5.04: Compensation. No Director shall receive compensation for any service he may render to the Association, unless said compensation is approved by the vote of the Members as provided in the Bylaws. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 5.05: Action by Unanimous Written Consent Without a Meeting. Any action required of permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all Members of the Board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors. Any certificate 

or other document filed under any provision of law, which relates to the action so taken, shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this Corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority. Within three (3) days after the written consents of all of the Members of the Board have been obtained, an explanation of the action taken shall be posted at a prominent place or places within the Common Area.

ARTICLE VI

NOMINATION AND ELECTION OF DIRECTORS 

Section 6.01: Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, 

who shall be a Member of the Board of Directors, and two (2) or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the Members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion 

determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among Members or nonmembers so long as the Class B membership exists. Thereafter, nominations shall only be made among Members.

Section 6.02: Election. Election to the Board of Directors shall be by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions 

of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting shall be prescribed for all elections in which two (2) or more positions on the Board of Directors are to be filled, subject only to the procedural prerequisites to cumulative voting prescribed in Section 7615 (b) of the Corporations Code. 

Section 6.03: Vacancies. Vacancies in the Board may be filled by the vote of a majority of the remaining Directors, though less than a quorum, and each Director so 

elected shall hold office until his successor is elected at an annual meeting of Members or at a special meeting called for that purpose. 

A vacancy or vacancies shall be deemed to exist in case of death, resignation of removal of any Director, or if the Members shall increase the authorized number of Directors but shall fail at the meeting at which such increase is authorized, or at any adjournment thereof, to elect the additional Directors so authorized, or in case the Members fail at any time to elect the full number of authorized Directors. 

The Members may at any time elect Directors to fill any vacancy not filled by the Directors, and may elect the additional Directors at the meeting at which an amendment of the Bylaws is voted authorizing an increase in the number of Directors. 

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

ARTICLE VII

MEETING OF DIRECTORS

Section 7.01: Regular and Special Meetings. 

A. Regular meetings of the Board of Directors 

shall be held monthly at such place within the Covered Property, day and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. Notice of the time and place of such meeting shall be posted at a prominent place or places within the Common Area, and shall be communicated to the members of the Board of Directors at least four (4) days prior to the meeting, unless the time and place of the meeting is fixed by the Bylaws. 

B. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two (2) Directors, other than the President. Notice of the time and place of such meeting shall be posted at a prominent place or places within the Common Area, and shall specify the nature of any special business to be considered. Such notice shall be posted and shall also be sent to all Directors not less than seventy-two (72) hours prior to the scheduled time of the meeting. 

C. The foregoing notices for regular and special meetings need not be given to any member of the Board of Directors who has signed a waiver of notice or a written consent to holding of the meeting. Regular and special meetings of the Board shall 

be open to all Members of the Association; provided, however, that Association Members who are not on the Board may not participate in any deliberation or discussion unless expressly so authorized by the vote of a majority of a quorum of the Board. The Board may, with the approval of a majority of a quorum of its Members, adjourn a meeting and reconvene in executive session to and vote upon personnel matters, litigation in which the discuss Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be  considered in executive session shall first be announced in open session. 

Section 7.02: Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is 

present shall be regarded as the act of the Board. 

ARTICLE VIII

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 8.01: Powers. The Board of Directors shall have the power to: 

A. Adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the Members and their guests thereon, and to establish penalties for the information thereof; 

B. Impose monetary penalties, temporary suspensions of an Owner's rights as a Member of the Association or appropriate discipline for the failure to comply with a governing instrument and published rules and regulations; provided, however, that the accused must be given notice and an opportunity to be heard by the Board of Directors, as required by Corporations Code, Section 7341, with respect to the alleged violation before a decision to impose discipline is reached;

C.  Exercise for the Association on all powers, duties, and authority vested in or delegated to this Association and not reserved to the Membership by other provisions of these Bylaws, the Articles of Incorporation or the Declaration; 

D. Employ a manager, independent contractor, or such employees as they deem necessary, and to prescribe their duties;

E. Contract and pay for maintenance, gardening, utilities, materials and supplies, and services relating to the Common Area and/of 

facility, and to employ personnel reasonably necessary for the operation of the same, including attorneys and accountants where appropriate.

G. Pay taxes and special assessments which are or would become a lien on the Covered Property or Common Area;

H. Where appropriate (and subject to the terms of the Declaration regarding destruction), to pay for reconstruction of any portion or portions of the Project damaged or destroyed 

which are to be rebuilt; and 

I. Enter into any Unit when necessary in connection with maintenance or construction for which the Board of Directors is responsible (subject to the terms of the Declaration regarding the right of the Association to maintain and install). 

Section 8.02: Duties. It shall be the duty of the Board of Directors to: 

A. Cause to be kept a complete record of all of its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the Class A Members who are entitled to vote;

B. Supervise all officers, agents and employees of this Association and to see that their duties are properly performed; 

C. As more fully provided in the Declaration, to:

(1) Fix the amount of the annual assessment against each Unit at least sixty (60) days in advance of each annual assessment period,

(2) Send written notice of each assessment to every Owner subject thereto at least sixty (60) days in advance of each annual assessment period, and 

(3)  Foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date of to bring an action at law against the Owner personally obligated to pay the same; 

D. Financial statements and other required information for the Association shall be regularly prepared and copies shall be distributed to each Member of the Association regardless of the number of Members of the amount of assets of the Association, as follows: 

(1) A performance or operating statement (budget) for each fiscal year shall be distributed not less than forty-five 

(45) days prior to the beginning of the fiscal year which shall consist of the following:

(a) Estimated revenue and expenses on an accrual basis, 

(b) The amount of the total cash reserves of the Association currently available for replacement or major repair of Common Area facilities and for contingencies,

(c) An itemized estimate of the remaining life of, and the methods of funding to defray repair, replacement or additions to major components of the Common Areas and facilities for which the Association is responsible, and 

(d) A general statement setting the procedures used by the governing body in the calculation and establishment of reserves to defray the costs of repair,

replacement or additions to major components of the Common Areas and facilities for which the Association is responsible. 

(2) A balance sheet as of an accounting date which is the last day of month closest in time to six (6) months from the date of closing of the first sale of an interest in the subdivision, and an operating statement for the period from the date

of the first closing to the said accounting date, shall be distributed within sixty (60) days after the accounting date. This operating statement shall include a schedule of the assessments received and receivable identified by the number of the subdivision interest and the name of the entity assessed;

(3) An annual report consisting of the following shall be distributed within one hundred twenty (120) days after the close of the fiscal year;

(a) A balance sheet as of the end of the fiscal year, (b) An operating (income statement) for the fiscal 

year, 

c) A statement of changes and financial position 

for the fiscal year, 

(d) Any information required to be reported under 

Section 8322 of the Corporations Code; and 

(e) For any fiscal year in which the gross income to 

the Association exceeds Seventy-Five Thousand 

Dollars ($75,000.00), a copy of the review of 

the annual report 

prepared in accordance with generally accepted accounting principals by a licensee of the California State Board of Accountancy. If such report is not prepared by an independent accountant, it shall be accompanied by the certificate of an authorized officer of the Association that the statement was prepared from the books and records of the Association without independent audit or review.

E. In addition to financial statements, the Board of Directors shall annually distribute within sixty (60) days prior to the beginning of the fiscal year a statement of the Association's policies and practices in enforcing its remedies against Members for defaults in the payments of all Regular and Special Assessments including the recording and foreclosing of liens against 

Member's subdivision interest. 

F. Issue, or cause an agent of appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid, a reasonable charge may be made for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; 

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G. Procure and maintain adequate liability and hazard insurance on property owned by the Association;

H. Cause all officers or employees having fiscal responsibilities to be bonded; and

I. Cause the Common Areas to be maintained. 

Section 8.03: Actions that Need Membership Approval. The Board of Directors of the Association shall be prohibited from taking any of the following actions, except with the vote or written assent of a majority of the voting power of

the Association residing in the Members other than the subdivider:

A. Entering into a contract with a third person wherein the third person will furnish goods and services for the Common Area or the Homeowners Association for a term longer than one (1) year with the following exceptions: 

(1) A management contract; the terms of which have been approved by the Federal Housing Administration or Veterans Administration,

(2) A contract with a public utility company if the rates charged for the materials or services are regulated 

by the Public Utilities Commission; provided, 

however, that the terms of the contract shall not exceed the shortest term for which the supplier will contract at a 

regulated rate, 

(3) Prepaid casualty and/or liability insurance policies of not to exceed three (3) years duration, provided that the policy permits for a short rate cancellation by the insured; 

B. Incurring aggregate expenditures for capital improvements to the Common Area in any fiscal year in excess of five percent (58) of the budgeted gross expenses of the Association for that fiscal year

C. Selling during any fiscal year property of the Association having an aggregate fair market value of five percent (58) of the budgeted gross expenses of the Association for  that fiscal year; 

D. Paying compensation to Members of the governing Board of to the officers of the Association for services performed in the conduct of the Association's business; provided, however, that the governing body may cause a Member of officer to be reimbursed for expenses incurred in carrying on the business of the Association;

E. Filling of a vacancy on the governing body created by the removal of a governing body member. 

ARTICLE IX

OFFICERS AND THEIR DUTIES

Section 9.01: Enumeration of Officers. The officers of this Association shall be a President and Vice President, who shall at all times be Members of the Board of Directors, a Secretary/Chief Financial Officer, and such other officers as the Board may from time to time by resolution create.

Section 9.02: Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.

Section 9.03: Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 9.04: Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

Section 9.05: Resignation and Removal. Any officer may be removed from office at any time with or without cause by the Board.  Any officer may resign at any time by 

giving written notice to the Board, the President, or the Secretary. 

Such resignation shall take effect on the date of 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 9.06: Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces. 

Section 9.07: Multiple Offices. The offices of Secretary and Chief Financial Officer may be held by the same person. No person shall simultaneously hold more than one (1) 

of any of the other offices except in the case of special offices created pursuant to Section 9.04 of this Article. 

Section 9.08: Duties. Duties of the officers are as follows: 

A. President: The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board of Directors are carried out; shall sign all leases, mortgages, deeds and other written instruments, and shall co-sign all checks and promissory notes.

B. Vice President: The Vice President shall act in the place and stead of the President in the event of his absence, inability of refusal to act, 

and shall exercise and discharge such other duties as may be required of 

him by the Board.

C. Secretary: The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; shall sign all contracts, leases of other instruments executed in the name of or on behalf of the corporation; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association together with their address, and shall perform such other duties as required by the Board. 

D. Chief Financial Officer: The Chief Financial Officer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Association.

ARTICLE X

COMMITTEES

Section 10.01: Appointment of Committees. The Association shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these Bylaws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purposes. 

ARTICLE XI

BOOKS AND RECORDS

Section 11.01: Inspection Rights. Any Member of the Association may: 

A. Inspect and copy the records of Members' names and addresses and 

voting rights during usual business hours on five (5) days prior written demand on the Association, stating the purpose for which the inspection rights are requested; and 

B. Obtain from the Secretary, on written demand and on the tender of the Secretary's usual charges for such a list, if any, a list of names and addresses of Members who are entitled to vote for the election of directors, and their voting rights, as of the most recent record date for which that list has been compiled, or as of the date specified by the 

Member after the date of demand. . The demand shall state the purpose for which the list is requested. This list shall be made available to any such member by the secretary on or before the later of ten (10) days after the demand is received or the date specified 

in it as the date by which the list is to be compiled. Any inspection and copying under this Article may be made in person or by an agent or attorney of the Member and the right of inspection includes the right to copy and make extracts.

Section 11.02: Maintenance and Inspection of Articles and Bylaws. The Association shall keep at its principal office the original or a copy of the Articles and 

Bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. 

Section 11.03: Maintenance and Inspection of Other Corporate Records. The accounting books, records, and minutes of proceedings of Members and the Board and any committee(s) of the Board shall be kept at such place or places designated by 

the Board, of, in the absence of such designation, at the principal office of the Association. The minutes shall be kept in written of typed form, and the accounting books and records shall be kept either in written of typed form or in any other form capable of being converted into written, types or printed form. The minutes and accounting books and records shall be open to inspection on the written request 

of any Member on five (5) days' prior written notice to the custodian of records during usual business hours for a purpose reasonably related to the Member's interests as a Member. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts at the Member's expense. 

Section 11.04: Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Association. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE XII

ASSESSMENTS

Section 12.01: Assessments. As mora fully provided in the Article entitled "Covenant for Maintenance Assessments" of the Declaration, which Article is incorporated herein by this reference as if fully set forth, each Member is obligated to 

pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear 

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interest from the date of delinquency at the rate of ten percent (10%) per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs and reasonable attorneys' fees of any such action shall be added to the amount of such assessment. No Owner may waive of otherwise escape liability for the assessments provided for herein by the nonuse of the Common Area or abandonment of his  Unit. 

ARTICLE XIII

CORPORATE SEAL

Section 13.01: Corporate Seal. The Association shall have a seal in circular form having within its circumference the words: "STANFORD COURT HOMEOWNERS ASSOCIATION OF ANAHEIM, a nonprofit corporation". 

ARTICLE XIV

AMENDMENTS

Section 14.01: Vote Required. These Bylaws may be amended, at a regular or special meeting of the Members, by the affirmative vote (in person of by proxy) or written consent of Members representing a majority of a quorum of the Association, which shall include a majority of the votes of Members other than Declarant, or where the two-class voting structure is still in effect, shall include a majority of each class of Members. 

Notwithstanding the above, the percentage of voting power necessary to amend a specific clause or provision shall not be less than the prescribed percentage 

or affirmative votes required for action to be taken under that clause. Further, for so long as there is a Class B Membership. any Amendment to these Bylaws shall require the prior approval of the Veterans Administration. The draft of any Amendment 

shall be submitted to the Veterans Administration for its approval prior to its approval by the membership of the Association. 

Section 14.02: Conflict. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, then the Declaration shall control.

ARTICLE XV

MISCELLANEOUS

Section 15.01: Fiscal Year. The fiscal year of the Association shall coincide with the calendar year, except that the first fiscal year shall begin on the date of incorporation. 

Section 15.02: Execution by Officers.  Except as otherwise provided by law, checks and promissory notes, drafts, orders for the payment of money and other evidence of indebtedness of the Corporation shall be signed by the Chief Financial 

Officer and countersigned by the President. Any contract, lease, of other instrument executed in the name of and on behalf of the Corporation shall be signed by the Secretary and countersigned by the President.