ARTICLE I ‑ MEMBERSHIP

SECTION 1. CLASSES. There shall be but one class of members of this Association, to wit, "general members".

SECTION 2. QUALIFICATION. The following persons only shall be entitled to join and to be members of this Association, viz., adults who subscribe to the principles of the Association and who own single or multiple type residential real property in, or who reside in the area bounded as follows:

Commencing at the northwest corner of Magnolia and Alpine, then north along the west side of Magnolia to the southwest corner of California and Magnolia, thence along the south side of California Boulevard, but not including the buildings thereon, to Hudson Avenue, thence south along the east side of Hudson Avenue to Oakwood Place, thence east along the north side of Oakwood Place to Lakewood Place to Lake Avenue, thence south along the west side of Lake Avenue to Arden Road, thence west along the south side of Arden Road to Oak Knoll Avenue, thence south along the east side of Oak Knoll Avenue to Oak Knoll Circle, thence west along the south side of Oak Knoll Circle to El Molino Avenue, thence south along the east side of El Molino Avenue to Oak Knoll Circle to El Molino Avenue, thence south along the east side of El Molino Avenue to Elliott Drive, thence south along the west side of El Molino Avenue to Allendale Road, thence west along the south side of Allendale Road to the west side of Los Robles, thence south on Los Robles to the west side of Marengo, thence north on Marengo to the northwest corner of Marengo and Glenarm, thence east along Glenarm to the northwest corner of Euclid Avenue and Glenarm, thence north along Euclid Avenue to Alpine Street, thence east along Alpine Street to the northwest corner of Magnolia and Alpine Street, and including all residences on Ohio Street, Alpine Street, and Fillmore Street west to, but not including Marengo, and also persons owning such property or residing in adjoining areas of the City of Pasadena, provided that they have interests coinciding with those of the Association and their memberships are approved by vote of the majority of the full Board of Directors of the Association.

SECTION 3. ENROLLMENT. Persons qualifying for membership, as aforesaid, shall become duly enrolled members, for the duration of the fiscal year of the Association, upon payment of the annual dues determined for such fiscal year, and such paid‑up, duly enrolled members shall hereinafter be referred to as "members".

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ARTICLE II ‑ MEETINGS OF MEMBERS 

SECTION 1. PLACE OF MEETINGS. All meetings of the members shall be held at such place in the City of Pasadena, California as may be designated for that purpose from time to time by the Board of Directors.

SECTION 2. ANNUAL MEETINGS. The annual meeting of the members shall be held at a time in the month of February in each year, and at a place, as determined by the Board of Directors, at which time the members shall elect by plurality vote a Board of Directors, consider reports of the affairs of the Association, and transact such other business as may properly be brought before the meeting.

SECTION 3. SPECIAL MEETINGS. Special meetings of the 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 five (5) or more members of the Board, or by written notice signed by at least twenty‑five (25) members of the Association.

SECTION 4. NOTICE OF MEETINGS. Notice of meetings, annual or special, shall be given in writing to members by the Secretary or the Assistant Secretary, or if there be no such officer, or in the case of his neglect or refusal, by any director or member. Such notice shall be sent to the member's address appearing on the records of the Association, not less than seven days before such meeting, except for the annual meetings in which case notice shall be sent not less than twenty‑one (21) days before such meeting. Notice of any meeting of members shall specify the place, the day and the hour of meeting, and in case of special meeting, the general nature of the business to be transacted.

SECTION 5. CONSENT TO MEMBERS' MEETINGS. The transactions of any meeting of members, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the members entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the Association records or made a part of the minutes of the meeting.

SECTION 6. ACTION WITHOUT MEETING. Any action which may be taken without meeting if authorized by a writing signed by members who would be entitled to vote at a meeting for such purpose, and filed with the Secretary of the Association.

SECTION 7. QUORUM. A quorum shall be constituted by persons present entitled to vote at all meetings of the members for the transaction of business except as otherwise provided by the Articles of Association, or by the Bylaws. If, however, such number shall not be present or represented at any meeting of the members, the members entitled to vote thereat, present in person, or by proxy, shall have power to adjourn the meeting from time to time, until the requisite number of members shall be present. At such adjourned meeting at which the requisite number of members are present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 8. VOTING RIGHTS. Only duly enrolled, paid‑up members shall be entitled to vote at any meeting of members.

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ARTICLE III ‑ DUES

SECTION 1. AMOUNT. The Board of Directors is authorized to fix the amount and method of collection of dues and make them payable at such times or intervals, and upon such notice, and by such methods as the directors shall prescribe; and they shall set the fiscal period for current membership and payment of dues.

ARTICLE IV ‑ DIRECTORS

SECTION 1. POWERS. Subject to limitations of the Articles of Association, of the Bylaws, and of the California General Corporation Laws as to action which shall be authorized or approved by the members and subject to the duties of directors as prescribed by the Bylaws, all Association powers shall be exercised by or under the authority of, and the business and affairs of the Association shall be controlled by, the Board of Directors.

SECTION 2. NUMBER AND QUALIFICATION. The authorized number of directors of the Association shall be a minimum of twenty‑one (21) until changed by the Articles of Association or by a Bylaw duly adopted by the member amending this Section. All directors shall be members.

SECTION 3. ELECTION AND TENURE. The directors shall be elected at the annual meeting of members, to serve for three (3) year terms, one‑third (1/3) of the directorships to come for election each year. The initial Board of Directors shall be assigned terms of office, one‑third (1/3) of them having an unexpired term of two (2) years, and one‑third (1/3) of them having an unexpired term of three (3) years. The terms of office shall begin immediately after election. Directors shall be nominated by the Nominating Committee which shall be the President and four (4) other members of the Board whose terms of office do not terminate, which other members shall be chosen by the majority vote of the full Board of Directors and shall be removable at the will of the majority vote of the full Board. Directors may also be nominated by written nomination filed with the President at least ten (10) days before the annual meeting and signed by at least ten (10) members. The Nominating Committee shall give particular attention to nomination of directors to give balanced representation to the various geographical sections of the area designated herein for Association membership.

SECTION 4. VACANCIES.

(a) A vacancy in the Board of Directors shall exist in case of the death, resignation or removal of any directors, or if the members shall increase the authorized number of directors by amendment of these Bylaws but shall fail to elect the additional director so provided for, or in case the members fail at any time to elect the full number of authorized directors.

(b) No reduction in the number of directors shall have the effect of removing any director prior to the expiration of his term of office.

(c) Vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, 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.

SECTION 5. PLACE OF MEETING. Meetings of the Board of Directors shall be held in Pasadena, California, at a convenient place designated for that purpose, by the President, Vice‑President or three directors, as the case may be, calling the meeting. Any meeting shall be valid, wherever held, if held by the written consent of all Members of the Board of Directors, given either before or after the meeting and filed with the Secretary of the Association.

SECTION 6. ORGANIZATION MEETINGS. The organization meetings of the Board of Directors shall be held immediately following the adjournment of the annual meetings of the members.

SECTION 7. MEETINGS AND NOTICES THEREOF. 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 any Vice‑President or by any three directors.

Written notice of the time and place of meetings shall be delivered personally to the directors or sent to each director by mail addressed to him at his address as it is shown upon the records of the Association at least forty‑eight (48) hours prior to the time of the holding of the meeting.

SECTION 8. WAIVER OF NOTICE. When all the directors are present at any directors' meeting, however called or noticed, and sign a written consent thereto on the records of such meeting, or, if a majority of the directors are present, and if those not present sign in writing a waiver of notice of such meeting, whether prior to or after the holding of such meeting, which said waiver shall be filed with the Secretary of the Association, the transactions thereof are as valid as if had at a meeting regularly called and noticed.

SECTION 9. QUORUM AND VOTE.

(a) One third of the number of directors as fixed by the articles or Bylaws shall be necessary to constitute a quorum for the transaction of business. A minority of the directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business.

(b) The action of a majority of the directors present at any meeting at which there is a quorum, when duly assembled, is valid as an Association act.

SECTION 10. ACTION WITHOUT MEETING.

The Board may take action without a meeting if all members of the Board shall individually or collectively consent in writing such action. Such written consents shall be filed with the minutes of the proceedings of the Board. Such action, by written consent, shall have the same force and effect as a unanimous vote of such directors, provided, however, that any certificate or other document which relates to action so taken shall state that such action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws authorize the Directors to so act.

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ARTICLE V ‑ OFFICERS

SECTION 1. OFFICERS. The officers shall be a President, a Vice‑President, a Secretary and a Treasurer. The Association may also have, at the discretion of the Board, one or more additional vice‑president, one or more assistant secretaries, and one or more assistant treasurer.

SECTION 2. ELECTION AND TENURE. After their election, the directors shall meet and organize by electing Officers, who shall be members of the Board of Directors. Tenure of office of all officers shall be one (1) year or until appointment of their successors, unless otherwise determined by the Board of Directors.

SECTION 3. REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any meeting of the Board. Any officer may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the Association. Any such resignation shall take effect at the date of the receipt of such notice or at any late time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4. 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 Bylaws for regular appointments to such office.

SECTION 5. PRESIDENT. The President shall be the chief executive officer of the Association and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Association. He shall preside at all meetings of the members and 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 President of an Association, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

SECTION 6. VICE‑PRESIDENT. The Vice‑President shall, in the order designated by the Board of Directors, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.

SECTION 7. SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of directors and members, with the time place of holding, the notice thereof given, the names of those present at directors' meetings, the number of members present or represented at members' meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office a register showing the names of the duly enrolled, paid‑up members and their addresses. The Secretary shall give, or cause to be given, notice of all members' meetings and of the Board of Directors required by the Bylaws, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

SECTION 8. TREASURER. The Treasurer shall receive and keep all the funds of the Association, and pay them out only on the check of the Association, signed in the manner authorized by the Board of Directors.

SECTION 9. ASSISTANTS. Any Assistant Secretary or Assistant Treasurer, respectively, may exercise any of the powers of Secretary or Treasurer, respectively, as provided in these Bylaws or as directed by the Board of Directors, and shall perform such other duties as are imposed upon them by the Bylaws or the Board of Directors.

SECTION 10. SUBORDINATE OFFICERS. The Board of Directors may from time to time appoint such subordinate officers or agents as the business of the Association may require.

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ARTICLE VI ‑ COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors may appoint an Executive Committee composed of the President and six (6) other members of the Board, to serve at the will of the full Board. The Executive Committee shall have the power to do all things the full Board can do except (a) Amend the Articles or the Bylaws, (b) Elect or remove officers, (c) Fill vacancies of the Board of Directors, and (d) Admit or expel members.

SECTION 2. OTHER COMMITTEES. The Board of Directors may appoint such other committees as may be necessary from time to time, consisting of such number of directors or members of the Association and with such powers as the Board may designate, consistent with the Articles of Association and the Bylaws. Such committees shall hold office at the pleasure of the Board.

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ARTICLE VII ‑ MISCELLANEOUS

SECTION 1. RECORDS. The Association shall maintain adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal place of business in the City of Pasadena, as fixed by the Board of Directors from time to time.

SECTION 2. INSPECTION OF RECORDS. All books and records of the Association shall be open to inspection of the members of the Association at reasonable times.

SECTION 3. CERTIFICATION AND INSPECTION OF BYLAWS. The original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by the members and Directors of the Association.

SECTION 4. CHECKS, DRAFT, ETC. All checks, drafts or other orders for payment of money issued in the name of or payable to the Association shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by the Board of Directors.

SECTION 5. CONTRACTS, ETC. ‑‑ HOW EXECUTED. The Board of Directors, except as in the Articles of Association or Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Association. Unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or to any amount.

SECTION 6. ANNUAL REPORT. Upon the request of at least twenty‑five (25) members, the Directors shall cause to be sent to all members a current statement of income and expense. Such financial statements shall be certified to by the President or Secretary.

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ARTICLE VIII ‑ AMENDMENT TO BYLAWS

SECTION 1. POWER OF MEMBERS. Adoption, amendment or repeal of Bylaws may be accomplished at the annual meeting or any other meeting of members called for that purpose, by a vote of the majority of Association members entitled to vote or by a vote of the majority of the Board of Directors.

SECTION 2. POWER OF DIRECTORS. Subject to the right of the members to adopt, amend or repeal Bylaws, as herein provided, the Board of Directors may adopt, amend, or repeal any of these Bylaws other than a Bylaw, or amendment thereof, changing the authorized number of directors.

SECTION 3. RECORD OF AMENDMENTS. Whenever an amendment or new Bylaw is adopted, it shall be copied in the Book of Bylaws with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.

ARTICLE IX ‑ AMENDMENT TO ARTICLES OF ASSOCIATION

SECTION 1. HOW AMENDED. The Articles of Association of this association may be amended at any duly called members' meeting by a vote of members entitled to exercise a majority of the voting power of the Association, or by written assent of such members.

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