The Bylaws were amended on 8 March, 2005.  The Amendment was duly passed by a majority of Homeowners and set the Annual Meeting of the Homeowners to the Fourth Saturday in July.  This amendment is attached below this Bylaw section, and will take precedence over the affected sections of these Bylaws.

 

 CORONADO SHORES CONDOMINIUM

ASSOCIATION NO. 10

 

 

 

Second Restated Bylaws

 

 

 

Bylaws

 

 

 

 

 

 

 

 

 

 

 

 

 

Summary of Contents

 

ARTICLE I           Name and Location........................................................................ 1

ARTICLE II          Definitions...................................................................................... 1

ARTICLE III        Meetings of Members..................................................................... 2

ARTICLE IV        Board of Directors......................................................................... 4

ARTICLE V         Board of Directors; Election and Vacancies..................................... 5

ARTICLE VI        Board of Directors Meetings........................................................... 7

ARTICLE VII       Board of Directors Powers and Duties........................................... 10

ARTICLE VIII      Nonliability and Indemnification..................................................... 13

ARTICLE IX        Officers and Their Duties.............................................................. 15

ARTICLE X         Books and Records...................................................................... 17

ARTICLE XI        Amendments................................................................................ 17

ARTICLE XII       Membership Rights and Privileges................................................. 19

ARTICLE XIII      Enforcement Procedure................................................................ 19

ARTICLE XIV      General Provisions........................................................................ 21

 

 

 

Table of Contents

 

RECITALS

 

ARTICLE I                    Name and Location

            Section 1.1.      Name...................................................................................................................... 1

            Section 1.2.      Location.................................................................................................................. 1

 

ARTICLE II                   Definitions                                                                               

 

ARTICLE III        Meetings of Members

            Section 3.1.      Date of Annual Meetings.......................................................................................... 2

            Section 3.2.      Notice of Meetings................................................................................................... 2

            Section 3.3.      Special Meetings...................................................................................................... 2

            Section 3.4.      Quorum of Members at Annual Meetings.................................................................. 2

            Section 3.5.      Quorum of Members at Special Meetings................................................................. 3

            Section 3.6.      Notice of Reconvened Annual Meetings................................................................... 3

            Section 3.7.      Notice of Reconvened Special Meetings................................................................... 3

            Section 3.8.      Proxies.................................................................................................................... 3

            Section 3.9.      Place of Meetings of Members................................................................................. 3

            Section 3.10.    Conduct of Meetings of Members............................................................................ 3

            Section 3.11.    Action Without a Meeting......................................................................................... 4

            Section 3.12.    Voting...................................................................................................................... 4

 

ARTICLE IV        Board of Directors

            Section 4.1.      Number and Qualifications....................................................................................... 4

            Section 4.2.      Term of Office......................................................................................................... 4

            Section 4.3.      Term Limits.............................................................................................................. 4

 

 

ARTICLE V         Board of Directors; Election and Vacancies

            Section 5.1.      Nomination.............................................................................................................. 5

            Section 5.2.      Election.................................................................................................................... 5

            Section 5.3.      Removal.................................................................................................................. 5

            Section 5.4.      Vacancies................................................................................................................ 6

            Section 5.5.      Directors’ Fees........................................................................................................ 6

            Section 5.6.      Nomination Committee............................................................................................. 6

            Section 5.7.      Inspectors of Election............................................................................................... 7

 

ARTICLE VI        Board of Directors Meetings

            Section 6.1.      Organizational Meeting............................................................................................. 7

            Section 6.2.      Regular Board Meetings........................................................................................... 7

            Section 6.3.      Notice of Regular Board Meetings............................................................................ 8

            Section 6.4.      Special Board Meetings........................................................................................... 8

            Section 6.5.      Notice of Special Board Meetings............................................................................ 8

            Section 6.6.      Quorum of Directors................................................................................................ 8

            Section 6.7.      Adjournment............................................................................................................ 8

            Section 6.8.      Minute Entry of Notice............................................................................................. 8

            Section 6.9.      Notice of Adjournment............................................................................................. 8

            Section 6.10.    Place of Board Meetings.......................................................................................... 8

            Section 6.11.    Waiver of Notice of Board Meetings........................................................................ 8

            Section 6.12.    Open Meetings........................................................................................................ 9

            Section 6.13.    Executive Sessions................................................................................................... 9

            Section 6.14.    Action Without a Meeting......................................................................................... 9

            Section 6.15.    Board Deliberation Regarding Member Discipline..................................................... 9

            Section 6.16.    Meeting Minutes...................................................................................................... 9

 

ARTICLE VII       Board of Directors; Powers and Duties

            Section 7.1.      Powers.................................................................................................................. 10

            Section 7.2.      Duties.................................................................................................................... 10

            Section 7.3.      Restrictions on Powers of the Board....................................................................... 12

 

ARTICLE VIII      Nonliability and Indemnification

          Section 8.1       Limitation on Liability of Association’s Directors and Officers.................................. 13

          Section 8.2.      Indemnification of Association................................................................................ 14

            Section 8.3.      Indemnification by Association of Directors, Officers, Employees and

                                          Other Agents................................................................................................... 14

            Section 8.4.      Approval of Indemnity by Association.................................................................... 14

            Section 8.5.      Advancement of Expenses...................................................................................... 14

            Section 8.6.      Insurance............................................................................................................... 15

 

ARTICLE IX        Officers and their Duties

            Section 9.1.      Officers and their Qualifications.............................................................................. 15

            Section 9.2.      Election of Officers................................................................................................. 15

            Section 9.3.      Term...................................................................................................................... 15

            Section 9.4.      Removal and Resignation........................................................................................ 15

            Section 9.5.      Multiple Offices...................................................................................................... 15

            Section 9.6.      Duties.................................................................................................................... 15

            Section 9.7.      Compensation of Employees.................................................................................. 17

            Section 9.8.      Delegation.............................................................................................................. 17

 

ARTICLE X         Books and Records

            Section 10.1.    Inspection.............................................................................................................. 17

            Section 10.2.    Inspection by Directors.......................................................................................... 17

 

ARTICLE XI        Amendments

            Section 11.1.    Amendments.......................................................................................................... 17

            Section 11.2.    Required Amendments........................................................................................... 18

 

ARTICLE XII       Membership Rights and Privileges

            Section 12.1.    Delegation of Authority. ......................................................................................... 18

            Section 12.2.    Suspension of Membership Rights.  ....................................................................... 18

            Section 12.3.    Notice of Disciplinary Action.  ............................................................................... 18

 

ARTICLE XIII      Enforcement Procedures

            Section 13.1.    Procedure.............................................................................................................. 19

            Section 13.2.    Suspension After Hearing....................................................................................... 20

 

ARTICLE XIV      General Provisions

            Section 14.1.    Checks, Drafts, Etc.. ............................................................................................. 21

            Section 14.2.    Contracts, etc. How Executed  .............................................................................. 21

            Section 14.3.    Fiscal Year.  ......................................................................................................... 21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Coronado Shores

Condominium Association No. 10

 

 

Second Restated

Bylaws

 

 

 

INTRODUCTION:       In accordance with ARTICLE XIV, Section 1, of the Amended and

                                      Restated Bylaws, these Second Restated Bylaws have been

                                                approved and adopted by the Owners.  These Second Restated Bylaws

                                                completely revoke and replace the Amended and restated

                                                Bylaws which were previously recorded as Document No. 1997-0405896                                            with the San Diego Recorder’s office on August 21, 1997.

 

 

ARTICLE I                     Name and Location

 

Section 1.1.     Name.  The name of the Association is “Coronado Shores Condominium Association No. 10".

 

Section 1.2.     Location.  The principal offices of the HOA must be located in San Diego County, California.

 

 

 

 

ARTICLE II                    Definitions

 

            The definitions from the Restated Supplemental CC&Rs, Article I, are fully incorporated by this reference as if set forth here.

 

 

 

 

 

 

ARTICLE III                  Meetings of MemBers

 

Section 3.1.     Date of Annual Meetings.   The annual meetings of Members must be held annually within thirty (30) days of October 13th, at a date, time and place determined by the Board, within the City of Coronado.  At such meeting, there shall be elected by ballot of the Owners a Board of Directors in conformance with these Restated Bylaws.

 

Section 3.2.     Notice of Meetings. Written notice of meeting must be given to each Member and, upon written request, to all mortgage holders, either personally or by sending a copy of the notice by regular mail to the address to which assessment notices are sent, or to the Unit address.  Notices must be sent not fewer than 10 days and not more than 90 days before the annual meeting.  Notice of the annual meeting must specify:

 

a.                   The place, the date and time of the annual meeting.

 

b.                  Those matters which, at the time the notice is given, are intended to be presented

for action by the Members; and

 

c.         If an election is scheduled, the names of  nominees for election known at the time the notice is prepared.

 

                                  

                                               

Section 3.3.     Special Meetings.  Special meetings of Members must be  called by the Board after a vote for such a meeting by a majority of Directors present at a meeting duly held, or upon receipt of a written request for a special meeting signed by at least twenty-five percent (25%)  of the Members.  A Special meeting in response to a petition of Members shall be called within twenty (20) days of receipt of the petition and the meeting held  not less than thirty-five (35) days nor more than ninety (90) days from the receipt of the petition.

 

Section 3.4.     Quorum of Members at Annual Meetings.  At the annual meeting of Members: the presence, in person or by proxy, of one-third (33-1/3%) of the total votes constitutes a quorum; once a quorum is established, business may be conducted until the meeting is adjourned, in spite of the withdrawal of Members leaving less than a quorum; if the meeting cannot be held because a quorum is not present, the Members present may adjourn the meeting to a time not fewer than 2 days, nor more than 30 days from the time of the original meeting.  At the reconvened meeting, the quorum requirement shall be reduced to twenty-five percent (25%) of the total votes of the membership.

 

 

Section 3.5.     Quorum of Members at Special Meetings.  At any special meeting of Members: the  presence, in person or by proxy, of  one-third (33-1/3%) of the total votes constitutes a quorum; once a quorum is established, business may be conducted only so long as a quorum remains present; if a meeting cannot be held because a quorum is not present, the Members present may adjourn the meeting to a time not fewer than 2 days, nor more than 30 days from the time of the original meeting; at the reconvened meeting, the quorum requirement will lowered to 25% of the Members.  For purposes of only passing a regular assessment and/or special assessment increase in excess of the 20% cap for regular assessments and the 5% cap for special assessments, quorum means more than 50 percent of the Owners of the Association.

 

Section 3.6.     Notice of Reconvened Annual Meetings.  Notice of an adjournment and the date for a reconvened annual meeting may be made by an announcement at the adjourned meeting, provided that no business other than that which appeared on the original meeting notice will be conducted at the reconvened meeting.  If new or different business will be conducted at the reconvened meeting, notice must be given in the same manner provided in these Bylaws for notice of annual meetings of Members.

 

Section 3.7.     Notice of Reconvened Special Meetings.  Notice of an adjournment and the date for a reconvened special meeting must be given in the same manner provided in these Bylaws for notice of annual meetings of Members.

 

Section 3.8.     Proxies.  At all meetings, Members may vote in person or by proxy. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy, except that the maximum term of any proxy shall be one (1) year from the date of execution..  Proxies must be in writing and delivered to the Secretary of the Association before the appointed time of each meeting.   An Owner’s proxy is automatically revoked by conveyance of the Owner’s Unit.  All proxies and ballots distributed to the Members must allow the opportunity to specify a choice between approval and disapproval of each matter or group of matters to be acted upon, and that the vote shall be cast in accordance with that choice. All proxies must  also identify the person(s) authorized to exercise the proxy and the length of time it will be valid. Subject to this section, Proxies must also comply with Section 7613 of the California Corporations Code.

 

Section 3.9.     Place of Meetings of Members.  Meetings of Members may be held at any time, date and place, within the City of Coronado, San Diego County, California, determined by the Board.

 

Section 3.10.   Conduct of Meetings of Members.  Meetings of Members shall be chaired by an Officer of the Association, a Director, or a representative chosen by the Board.  Any matter brought to a vote of the Ownership as a “new business” item at an Owner meeting shall have been included in the meeting notice given to all Owners.  Matters not addressed in the Meeting Notice shall not be put to a vote of the Owners.  All annual meetings shall follow recognized parliamentary procedure.  The order of business at all annual meetings of the Association shall generally be as follows:

a.                   Roll call;

b.                  Proof of notice of meeting or waiver of notice;

c.                   Reading of minutes of preceding meeting;

d.                  Reports of officers;

e.                   Reports of committees;

f.                    Election of inspectors of election;

g.                   Election of Directors;

h.                   Unfinished business;

i.                     New business.

 

Section 3.11.   Action Without a Meeting.  Any action which may be taken by the vote of Members at a meeting may be taken without a meeting if done in compliance with Section 7513 of the California Corporations Code, except the election of Directors.  Pursuant to this section, a written ballot must be distributed to every member entitled to vote on the matter which sets forth the proposed action, provides an opportunity to specify approval or disapproval of any proposal, and provides a reasonable time within which to return the ballot to the Association.

 

Section 3.12.   Voting.  Members may vote by voice or by written ballot; except all elections for Directors must be by secret written ballot.  Voting shall be on a Unit basis.  Only one vote may be cast for each Unit.  The owner or co-owners of each Unit shall be entitled to one (1) vote for the Unit.  Voting may occur in person or by proxy.

 

 

ARTICLE IV                  Board of Directors

 

Section 4.1.     Number and Qualifications. The Board of Directors will consist of 5 Directors, all of whom must be Owners of record of Units in the Project. Candidates may not be delinquent in payment of assessments at the time of election.  Only one Member per Unit may serve on the Board at any time.

 

Section 4.2.     Term of Office.   The  terms of office of all Members of the Board shall be one (1) year. 

Each Director shall hold office until the election of his or her successor or until the Director’s death, resignation or removal.  A Director who is appointed by the Board as a result of a resignation, death, or removal of a seated Director shall fill out the term of the Director’s predecessor.

 

Section 4.3      Term Limits.  Each Director shall be subject to term limitations in an effort to promote turn-over on the Board.  Starting with the adoption of these Second Restated By-laws by the Owners, each Director shall be limited to serving four (4) consecutive terms in office.  Once a Director has served four (4) consecutive terms, he must take one (1) full term off before once again placing his name in nomination for a position on the Board.  If, at the end of the first four (4) years after the adoption of these Second Restated Bylaws, all five (5) Directors are termed out by this Section 5.8, only two (2) of the five (5) Directors shall be required to leave the Board and the other three (3) Directors may remain for one (1) more term provided they are re-elected.  The two (2) Directors required to leave the Board shall be the two (2) with the most consecutive terms in office. 

 

ARTICLE V                    Board of Directors: Election and Vacancies

Section 5.1.     Nomination.  The HOA must solicit nominations for Directors prior to the annual meeting of Members.  Nominations shall be made consistent with the procedure and requirements set forth in section 5.6.   All proper nominations of eligible Members must be accepted by the HOA.

 

Section 5.2.     Election.  Elections of Directors must be by secret written ballot. Cumulative voting is not allowed.  Members of the Board of Directors shall be elected by a plurality of the votes cast at the annual meeting of the Members of the Association.  Every Member entitled to vote at any election of Directors may cast one (1) vote for each candidate of his or her choice, but not to exceed the total number of positions to be filled. 

 

Section 5.3.     Removal.    At any special meeting of the Association duly called, any one or more of the Directors may be removed by a majority of a quorum of the Members of the Association, and a successor may then and there be elected to fill the vacancy thus created.  Any Director whose removal has been proposed by the Members shall be given an opportunity to be heard at the meeting. 

 

A Director may also be removed by the vote of the other Directors if all of the following conditions are met:

                                   

                                    A.        There are 5 Directors at the time the vote is taken.

 

B.                 The vote in favor of removal is unanimous among the 4 Directors not being

removed.

 

C.                 No other Director has been removed pursuant to this provision within the preceding 12 months.

 

D.                 The Director to be removed has missed at least 3 meetings consecutively, or 4 meetings in a calendar year, is  45  days or more delinquent in payment of assessment or is subject to disciplinary action.

 

E.                  The Director to be removed has been given 15 days written notice stating the reason(s) for possible removal.

 

F.                  The Director to be removed has been given the opportunity to submit a written statement opposing removal, and the opportunity to discuss removal at a board meeting.

 

Section 5.4.     Vacancies. Vacancies on the Board may be filled by a majority of the remaining Directors, even if less than a quorum.  Each Director so appointed may hold office for the remainder of the term assumed, or until a successor is elected at a meeting of Members.  Vacancies are deemed to exist in case of the death, resignation or removal of a Director, or if the Members increase the number of Directors but do not elect the additional Directors, or any time the Members fail to elect the total number of Directors authorized.  The Members may elect Directors to fill any vacancy not filled by the Directors.  A reduction of the number of Directors may not have the effect of removing a Director from office prior to expiration a then current term.

 

Section 5.5      Directors’ Fees.  Directors shall not receive any fees or other compensation for their service on the Board except reimbursement for actual out-of-pocket expenses incurred by the Directors in performance of their duties. 

 

Section 5.6      Nomination Committee.  At the regular meeting of the Board of Directors in June of each year, or as soon thereafter as possible, the Board of Directors shall appoint a Nominating Committee.  This Committee shall be comprised of two (2) Directors and one (1) non-Board Member homeowner.  This Committee shall, by July 20, present to the Board a list of homeowners who have agreed to stand for election to the Board of Directors for the ensuing year.  Those recommended by the Nominating Committee shall be identified on a Proxy and Ballot for the Annual Meeting by an asterisk or other similar designation. 

 

                                    The Notice of the Annual Meeting shall include instructions detailing how a homeowner may place his or her name on the Proxy and Ballot for Election of Directors for the ensuing year.  In addition to nomination by the Committee, any owner of record who desires to be listed on the Ballot for the Election of Directors may submit his or her name together with a brief resume of his or her qualifications to the Secretary of the Board.  Further, any Member present at a meeting in which a Director or Directors are to be elected may place their name in nomination at the meeting prior to the vote.

 

                                    At least thirty (30) days prior to the date of the Annual Meeting, the Association shall mail a Proxy to all homeowners entitled to vote.  All candidates for election to the Board of Directors shall be listed on the Proxy so that the Proxy giver has an opportunity to designate how the votes represented by the Proxy givers Unit must be cast.  Ballots given to the homeowners at the Annual Meeting shall also list all candidates for election. 

 

Section 5.7      Inspectors of Election.  In advance of any meeting of Members, the Board may appoint Inspectors of Election to act at the meeting and any adjournment thereof.  If Inspectors of Election are not so appointed, or if any person so appointed fails to appear or refuse to act, the Chairman of any meeting of Members may, and on the request of any Member or a Member’s Proxy, shall appoint Inspectors of Election at the meeting.  The number of inspectors shall be either one (1) or three (3).  In the case of any action by written ballot, (Corporations Code Section 7513), the Board may similarly appoint Inspectors of Election to act with powers and duties as set forth in this Section. 

 

                                    Inspectors of Election shall determine the number of Memberships outstanding and the voting power of each, the number represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determined when the polls shall close, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all Members. 

 

                                    The Inspectors of Election shall perform their duties impartially, in good faith, to the best of their ability, and as expeditiously as is practical.  If there are three (3) Inspectors of Election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all.  Any report or certificate made by the Inspectors of Election is prima facie evidence of the facts stated therein. 

 

 

 

ARTICLE VI          Board of Directors Meetings

 

Section 6.1.     Organizational Meeting.  An organizational meeting of the Board must be held annually, immediately following adjournment of the annual meeting of Members or at the next regular Board meeting.  The meeting shall be held for the purpose of election of officers.  Notice of the organizational meeting is not required.

 

 

Section 6.2.     Regular Board Meetings.  Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time, by a majority of the Directors.    An emergency meeting of the Board may be called by the President, or by any two (2) Board Members, if there are circumstances that could not have been reasonably foreseen which would require immediate attention and possible action by the Board, and which of necessity make it impracticable to provide notice as required herein. 

 

Section 6.3.     Notice of Regular Board Meetings.   Notice of the time, date and place of regular board meetings must be communicated to the Directors not fewer than seven (7) days prior to the meeting  via personal delivery, telephone, voice mail, facsimile or e-mail.  Regular meetings of the Board may be held without Director notice if the time and place of the meetings are fixed by the Board.  Written Notice to the Members of regular meetings shall also be posted in the Common Area.

 

Section 6.4.     Special Board Meetings.  Special meetings of the Board may be called at any time by the President, or by any 2 Directors.  Notice of the time and place of, and the nature of any special business to be considered at special meetings of the Board of Directors shall be posted at a prominent place in the common areas and shall be given to each Director, consistent with §6.5.  .

 

Section 6.5.     Notice of Special Board Meetings.  Notice of the time, date, place and nature of the business to be discussed at a special board meeting must be posted in the Common Area and  given to all Directors , not fewer than 2 days prior to the meeting via electronic mail, facsimile, personal delivery, telephone, or voice messaging system,

Section 6.6.     Quorum of Directors.  A majority of the number of Directors shall constitute a quorum, unless there are only two (2) remaining Directors, in which case both Directors must be present at a board meeting to constitute a quorum.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these By-Laws or the Restated Supplemental Declaration

 

Section 6.7.     Adjournment.  A quorum of Directors may adjourn any meeting to meet again at a stated date, time and place .  In the absence of a quorum, a majority of Directors present at any board meeting may adjourn until the next regular meeting of the Board.

 

Section 6.8.     Minute Entry of Notice.  If a Director is absent from a special meeting of the Board, an entry in the minutes stating that notice was given constitutes a presumption that proper notice of the special meeting was given to the absent Director.

 

Section 6.9.     Notice of Adjournment.  Notice of any adjourned Board meeting must be given prior to the adjournment, to the Directors present at the time of the adjournment.

 

Section 6.10.   Place of Board Meetings.   All Board meetings and the organizational meeting may be held at any place within  Coronado, , California, determined by the Board.

 

Section 6.11.   Waiver of Notice of Board Meetings.  Any meeting of the Board, however called and noticed or wherever held, is valid as though held after regular call and notice if a quorum is present and if each of the Directors not present signs a written waiver of notice or a consent to holding the meeting, or an approval of the minutes thereof, or does not object to the meeting in a writing sent to all Directors within 30 days after obtaining knowledge of the meeting.  All waivers, consents, approvals and objections must be filed with the corporate records or made a part of the minutes of the meeting.

 

Section 6.12.   Open Meetings.  All regular and special Board meetings must be open to all Members, except during executive sessions.  The Board of Directors of the Association shall permit any Member of the Association to speak at any meeting of the Association or the Board of Directors, except for Executive Session.    Reasonable restrictions and time limits may be established by the Board with regard to Owner participation at meetings.

 

Section 6.13.   Executive Sessions.  The Board may, with the approval of a majority of a quorum of the Directors adjourn a meeting and reconvene in Executive session to discuss and vote upon personnel matters, litigation in which the HOA is or may become involved, and contracts. The nature of all business to be considered in executive session must first be announced in open session.  Only Directors are entitled to attend executive sessions, but a quorum of the Board may vote to include any other person.  The nature of any and all business to be considered in Executive Session shall first be announced in open session. In the event the Executive Session does not follow an open session, the Board may conduct an Executive Session if the agenda of such Executive Session is announced at the next regularly scheduled Board Meeting.  An Executive Session which does not follow an open meeting, may be called and noticed in the same manner as a special meeting. 

 

Section 6.14.   Action Without a Meeting.   The Board may take action without a meeting if all Directors consent in writing to the actions taken, in which case an explanation of the action to be taken must be stated in the minutes of the next regular board meeting.

 

Section 6.15    Board Deliberation Regarding Member Discipline.  In any matter relating to the discipline of a Member, the Board shall meet in Executive Session if requested by that Member or by action of the Board, and the Members shall be entitled to attend that portion of the Executive Session in which the Board discusses the discipline of that Member.  All Member discipline shall be carried out in a manner consistent with California Civil Code Section 1363 as it may be amended from time to time. 

 

Section 6.16    Meeting Minutes.  The Board shall keep accurate written minutes of its meetings, and shall retain them in the permanent records of the Association.  The Minutes proposed for adoption that are marked to indicate draft status, or a summary of the Minutes of any Board Meeting, other than Executive Session, shall be available to Members within thirty (30) days of the meeting.  The  Minutes, proposed Minutes, or summary Minutes, shall be distributed to any Member upon request.  Members shall be notified at the time that the budget is distributed of their right to have copies of the Minutes of the meetings of the Board and how and where those Minutes be obtained.

 

ARTICLE VII                         Board of Directors Powers and Duties

 

Section 7.1.     Powers.  The Board has the power to:

 

A.        Exercise all powers, duties and authority vested in or delegated to the

            HOA and not reserved to the Membership by other provisions of the

            Governing Documents;

 

B.                                 Employ a management company, an independent contractor or employees

                                    to carry out  their duties; and,

 

                        C.        Contract and borrow money for goods and services for the Common Area.

 

                        D.        Adopt and publish rules and regulations governing the use of the Units and common areas and the personal conduct of the Members and their tenants, family Members, invitees, employees and guests within the project.

 

E.                  Delegate its powers.

 

F.                  Enter into any Unit when necessary in connection with maintenance or construction for which the Association is responsible, or in a case of emergency originating in or threatening any Unit.  Reasonable notice shall be given to the Unit Owner in writing in non-emergency situations, and in the event of an emergency situation notice in writing or via phone should be attempted, but it is not mandatory.

 

 

Section 7.2.     Duties.  The Board has the duty to:

 

A.       Keep a complete record of all its acts and corporate affairs, including a Membership register, accounting and minutes of Member and Board meetings;

 

B.       Supervise all officers, agents and employees of the HOA;

 

C.       Determine the amount of all assessments, and collect delinquent assessments;

 

D.          Maintain adequate liability and hazard insurance for the Development;

 

E.       Maintain the Common Area, and participate in any common maintenance and use scheme involving other Lots and Parcels within Coronado Shores Map No. 6641 and Parcel Map No. 1262;

 

F.       At least 45 days, but not more than 60 days, prior to the beginning of each fiscal year, prepare and distribute to Members a budget including the following:

 

(1)               Estimated revenue and expenses on an accrual basis.

 

(2)               The amount of the total cash reserves currently available for maintenance

            of the Common Area and contingencies.

 

(3)        An estimate of the current replacement costs of the estimated remaining useful life of the Common Area, and the methods of funding used to defray the costs.

(4)        A general statement setting forth the procedures used to calculate and establish reserves to defray the costs of maintaining the Common Area.

 

G.                 Prepare a financial statement, including a balance sheet and income and expense statement as of the last day of each fiscal year reflecting the financial condition of the HOA.  The financial statement must be prepared in accordance with generally accepted accounting principles, by an independent public accountant and must include an external audit by an independent public accountant for each fiscal year.  A copy of the financial statement must be distributed personally or by mail to each Member, and upon written request to all first Mortgagees, within 120 days following the end of each fiscal year. In lieu of the distribution of the financial statement in the manner described above, however, the Board may distribute a summary of the financial statement with a written notice that the complete financial statement is available, and that copies will be provided upon request and at the expense of the HOA.  If a Member requests a copy of the financial statement to be mailed to the Member, the HOA shall send the financial statement by first-class United States mail at the expense of the HOA. The written notice regarding the availability of the financial statements must be in at least 10-point, bold type, on the front page of the summary of the statement.


 

 

H.                 Prepare and distribute annually, at least 45 days, but not more than 60 days prior to the beginning of the fiscal year, a statement of the HOA's policies and practices for collecting delinquent assessments, including recording and foreclosing of liens, if applicable.

 

I.                    At least once every 3 months, review the following:

 

(1)        A current reconciliation of the HOA's operating accounts.

 

(2)               A current reconciliation of the HOA's reserve accounts.

 

(3)               The current year's actual reserve revenues and expenses compared to the

current year’s budget.

(4)        The latest account statements prepared by the financial institution where the HOA has its operating and reserve accounts.

 

(5)        An income and expense statement for the HOA’s operating and reserve accounts.

 

                        J.          Make available for inspection to any prospective purchaser, Owner, first Mortgagee and the holders, insurers and guarantors of a first mortgage on any Unit current copies of the CC&Rs, Articles, these Bylaws, the HOA Rules and all other books, records and financial statements of the HOA

 

K.          Pay taxes and special assessments, which are or would become a lien on the Project or Common Areas.

L.           At least once every three (3) years cause to be conducted a reasonably competent and diligent reserve study of the major components of the Development consistent with the requirements of Cal. Civil Code §1365.5.

M         Maintain all landscaping and related improvements in a reasonable manner.

 

O.                N.        Initiate and defend legal action pertinent to the Development, and assess the Ownership for fees and costs.Enforce the Governing Documents.

 

P.                  Designation and dismissal of any personnel necessary for the maintenance and operation of the Association, the Project, the common areas, and the restricted common areas and facilities.

 

 

Section 7.3.     Restrictions on Powers of the Board.

 

                        A.        The HOA is prohibited from taking any of the following actions, except with the

                                    vote or written consent of a majority of a quorum of Members:

           

B.         Entering into a contract on behalf of the Development for a term longer than one (1) year, with the following exceptions:

 

(1)        A management contract not to exceed a term of three years;

 

(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 term of the contract must not exceed the shortest term for which the supplier will contract at the regulated rate;

 

(3)        Prepaid casualty and/or liability insurance policies of up to 3 years duration, provided that the policy permits for short rate cancellation by the insured;

 

(4)        A lease agreement for television signal reception services and equipment of greater than five (5) years.

 

C.        Paying compensation to Directors or officers of the HOA for services performed in the conduct of the HOA's business, except that Directors and officers may be reimbursed for expenses incurred in carrying on the business of the HOA.

 

                        D.        Hypothecating any or all of the real or personal property owned by the HOA as real security for money borrowed or debts incurred, but not including pledging assessment payments as security for a loan.

 

E.                  Selling any real or personal property owned by the HOA which has a value greater than ten percent (10%) of the overall HOA operating budget.

 

 

 

ARTICLE VIII        NONLIABILITY AND INDEMNIFICATION

 

Section 8.1.     Limitation on Liability of Association’s Directors and Officers.  No directors or officers of the Association (collectively and individually referred to as the “Released Party”) shall be responsible to any Owner, any member of an Owners’ family, any of the Owners’ tenants, guests, servants, employees, licensees, invitees or any other person for:

                                   

                                                A.        Any error or omission in the discharge of their duties and responsibilities or for their failure to provide any service required by the Governing Documents, provided that such Released Party has, upon the basis of such information as may be possessed by the Released Party, acted in good faith, in a manner that such person believes to be in the best interests of the Association and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.  Without limiting the generality of the foregoing, this standard of care and limitation of liability shall extend to such matters as the establishment of the Association’s annual financial budget, the funding of Association capital replacement and reserve accounts, repair and maintenance of Common Areas and enforcement of the Governing Documents.

                       

B.                 Any loss or damage suffered by reason of theft or otherwise of any article,

vehicle or other item of personal property which may be stored by such Owner or other person within any Unit or for any injury to or death of any person or loss of damage to the property of any person caused by fire, explosion, the elements or any other Owner or person within the Project, or by any other cause, unless the same is attributable to his or her own willful or wanton act or gross negligence.  It is the intent of this Section to provide volunteer directors and officers with protection from liability to the full extent permitted by California Civil Code Section 1365.7, or comparable superseding statute, and to the extent this provision is inconsistent with said section, the Civil Code shall prevail. 

 

Section 8.2.     Indemnification of Association.  Each Owner shall be liable to the Association for any damage to the Common Areas caused by the negligence or willful misconduct of the Owner or his or her family, guests, invitees or lessees.  Each Owner shall indemnify, hold harmless, and pay any costs of defense of each other Owner from claims for personal injury or property damage occurring within any Unit owned by the indemnitor, provided that this protection shall not extend to any indemnitee whose gross negligence or willful misconduct caused or contributed to the injury or damage.  This Section is not intended to be for the benefit of any insurer and shall not affect nor limit the duty of any insurer to pay any claim which would be payable by said insurer but for this Section.

 

Section 8.3.     Indemnification by Association of Directors, Officers, Employees and Other Agents.   To the fullest extent permitted by law, the Association shall indemnify its directors, officers, employees, and other agents described in Corporations Code Section 7237, including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding” as that term is used in Corporations Code Section 7237 and including an action by or in the right of the Association, by reason of the fact that such person is or was a person described by that Section.  “Expenses,” as used in this Section shall have the same meaning as in Corporations Code Section 7237(a). 

 

 

Section 8.4      Approval of Indemnity by Association.  On written request to the Board by any person seeking indemnification hereunder, the Board shall promptly determine in accordance with Corporations Code Section 7237(e), whether the applicable standard of conduct set forth in Corporations Code Section 7237(b) or Section 2737(c) has been met, and if it has, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to the proceeding, the Board shall promptly call a meeting of Members.  At that meeting, the Members shall determine under Corporations Code Section 7237(e) whether the applicable standard of conduct set forth in Corporations Code Section 7237(b) or Section 7237(c) has been met, and if it has, the Members present at the meeting in person or by proxy shall authorize indemnification.

 

Section 8.5      Advancement of Expenses.  To the fullest extent permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a director, officer, employee or agent seeking indemnification  under Sections 2 and 3 of this Article in defending any proceeding covered by those Sections shall be advanced by the Association before final disposition of the proceeding, on receipt by the Association of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Association for those expenses.

 

Section 8.6      Insurance.  The Association shall have the power to purchase and maintain insurance on behalf of its directors, officers, employees or other agents against other liability asserted against or incurred by any director, officer, employee or agent in such capacity or arising out of the director’s, officer’s, employee’s or agent’s status as such.

           

 

ARTICLE IX                          Officers and their Duties

 

Section 9.1.     Officers and their Qualifications.  The principal officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer, all of whom shall be chosen by and from the Board of Directors.  The offices of Secretary and of Treasurer may be held by the same Director.  No other two offices may be held by the same Director.  The Board of Directors may appoint an Assistant Treasurer and an Assistant Secretary, and such officers as in their judgment may be necessary.

 

Section 9.2      Election of Officers. The election of officers should take place at the organizational meeting of the Board following each annual meeting of the Members.  If officers are not elected at the organization meeting, however, they may be elected at any subsequent Board meeting.  Thereafter, the Board may remove and appoint officers at any time, including to fill any vacancy.

 

Section 9.3      Term.  The officers serve for one (1) year, at the pleasure of the Board.

 

 

Section 9.4.     Removal and Resignation.  Any officer may be removed with or without cause, by a majority of the Directors.  The successor officer may be elected at any regular meeting of the Board, or at any Special Meeting of the Board.  Any officer may resign at any time giving written notice to the Board, the President or the Secretary.  Resignations take effect upon receipt, or at the time specified.  Acceptance of a resignation is not  necessary to make it effective.

 

Section 9.5.     Multiple Offices.  The offices of Secretary and Treasurer may be held by the same person.  No person may simultaneously hold more than one of any of the other offices.

 

Section 9.6.     Duties.  The duties of the officers, all subject to the control of the Board of Directors, are as follows:

 

                        A.        President:  The President is the chief executive office, having general supervisory control of the business and officers of the HOA.  The President presides at all meetings of the Members and at all meetings of the Board, is ex-officio a Member of all standing committees, and has the general powers and duties of management usually vested in the office of president of a corporation. The President must sign all leases, mortgages, deeds and promissory notes.  The President, with a majority vote of the Board, may appoint committees from among the owners from time to time as the President may, in the President’s discretion, decide as appropriate to assist in the conduct of the affairs of the Association.  The President shall serve as the Association’s representative on the Roadway and Seawall Enforcement Committee, any successor committee or council.

 

                        B.         Vice President:  The Vice-President acts in the place and stead of the President, when the President is absent, unable to act or refuses to act.  The Vice President may also be assigned other duties, by the Board.

 

                                                C.        Secretary:  The Secretary records votes and keeps minutes of all proceedings of the HOA, keeps the corporate seal, serves notice of meetings and keeps appropriate current records showing the Members of the HOA and their addresses.  The Secretary may delegate these duties to a Professional Manager, however, subject to oversight by the Secretary.

 

                        D.        Treasurer:  The Treasurer receives and deposits in appropriate bank accounts the HOA’s funds, and disburses funds as directed by the Board, signs all checks and promissory notes of the HOA, keeps proper books of account, causes an annual audit of the HOA books to be made by a public accountant at the end of each fiscal year and prepares an annual budget and a statement of income and expenditures to be presented to the Membership at its regular annual meeting and deliver a copy of each to the Members. The Treasurer may delegate these duties to a Professional Manager, however, subject to oversight  by the Treasurer.

 

Section 9.7      Compensation of Employees.  The compensation of all employees for the Association

shall be fixed by the Board of Directors.  The Board of  Directors may not authorize the payment of any compensation, other than reimbursement for expenses incurred in carrying on the business of the Association, to Directors or officers of the Association for services performed in the conduct of the Association’s business without the consent of a majority of the Members of the Association.

 

Section 9.8       Delegation.  With Board approval, an officer may delegate his or her powers and duties to any Committee, employee or agent of the Association including, but not limited to, a Community Association Manager.

 

 

 

 

ARTICLE X                    Books and Records

 

Section 10.1.   Inspection.  These Bylaws, the Membership register, books of account and minutes of meetings of the Members, the Board and of committees of the Board must be kept at the office of the HOA or within the Development, and must be available for inspection by any Member of the HOA, or by a duly-appointed representative, and by all first Mortgagees for purposes reasonably related to an interest as a Member or as a first Mortgagee.  The right of inspection includes the right to copy the documents described in this section at the expense of the requesting party, except that the Board must decide, in its sole discretion, whether to permit any person to copy the Membership register.  If the Board resolves to prohibit copying the Membership register, then the Board must offer a reasonable alternative to the requesting party.  Contracts between the HOA and any third party are not available for inspection by Owners, except with the prior written permission of the Board.

 

Section 10.2.   Inspection by Directors.  Every Director has the absolute right at any reasonable time to inspect all books, records and documents of the HOA and the physical properties owned or controlled by the HOA. The right of inspection by a Director includes the right to make extracts and copies, at the Director’s expense, except that the Board must decide, in its sole discretion, whether to permit Directors to copy the Membership register.  If the Board resolves to prohibit copying the Membership register, then the Board must offer a reasonable alternative to the requesting Director.

 

 

ARTICLE XI                  Amendments

 

Section 11.1.   Amendments.  These Bylaws may be amended by the vote of  a majority of the Board of Directors.   However, no material amendment to these Bylaws may be made, without the approval of a majority of Members.  “Material amendments” mean changes which materially affect any of the following:

 

A.        Voting;

 

B.         Assessments, assessment liens, or subordination of such liens;

 

C.                 Reserves for maintenance of the Common Area;

 

D.                 Insurance or fidelity bonds;

 

E.                  Rights to use the Common Area;

 

F.                  Responsibility for maintenance and repair of the Development;

 

G.                 Expansion or contraction of the Development or addition, annexation or

            withdrawal of property to or from the Development;

 

H.        Boundaries of a Unit;

 

I.          The interests in the Common Area;

 

J.          Convertibility of Units into Common Area or of Common Area into Units;

 

K.        Imposition of any right of first refusal or similar restriction on the right of an Owner to sell, transfer, or otherwise convey a Unit; or

 

L.         Any provisions which are for the express benefit of mortgage holders, insurers or guarantors of first mortgages on a Unit.

 

 

Section 11.2.   Required Amendments.  If any law applicable to the Development exists or is enacted after the date of adoption of these Bylaws which directly contradicts, restricts, limits or changes any provision contained herein, these Bylaws will be deemed amended by operation of law.  Any provision herein to the contrary notwithstanding, if an amendment occurs by operation of law the Board may, by unanimous written consent, cause a document describing the amendment by operation of law to be distributed to the Members as an amendment to these Bylaws.

 

 

ARTICLE XII                 Membership Rights and Privileges

 

Section 12.1    Delegation of Authority. Members may not exercise any of the powers or to perform any of the acts delegated to the HOA, except with prior written approval from the Board.

 

Section 12.2.   Suspension of Membership Rights.  The Membership rights and privileges and voting rights of Members may be suspended by the Board for any infraction of the Governing Documents, for a period not to exceed 30 days, except that suspension may continue  for any period of time during which a Member’s assessment payments are delinquent.  Regardless of the period of suspension, however, no suspension may affect the rights of a Member to access his or her Unit, to use any Exclusive Use Area appurtenant to his or her Unit.  Prior to the suspension of any Member rights, a hearing must be held by the Board or its designated committee.

 

Section 12.3.   Notice of Disciplinary Action.  A decision to impose discipline may not be reached prior to  issuing written notice to the Member, stating the reason for the disciplinary action, and a hearing being held.  The Member must receive at least ten (10) days’ written notice of the hearing, and within fifteen (15) days after the hearing the Member shall receive written notification of the hearing outcome.  Notice must be given personally or be sent by first-class mail to the address to which assessment notices are sent.  The Member subject to discipline must be given the opportunity to be heard, orally or in writing, by the Board at the hearing.  .  A majority  of the Board or its designated committee must vote in favor of disciplinary action.

 

 

ARTICLE XIII                        Enforcement Procedures

           

            The following procedure will apply to all violations and infractions of the Governing Documents.  Owners may report violations to the management or Board of Directors by submitting a written notice describing the violation.  The Board of Directors, management or committee appointed by the Board may also note any violations discovered during walk-throughs or by personal knowledge of any of its members or representatives.

Section 13.1.                                       Procedure.  At the time a violation is noted or reported, action will be as follows:

 

                                                A.        A first notice to correct the violation will be sent by management.  The notice will contain a description of the violation and instructions regarding response to the notice and correction of the violation.  In this notice, the Owner will be notified that a fine may be imposed if the violation is not corrected.

 

B.         If the violation continues, or if the response is otherwise unsatisfactory, the  owner will receive a notice of a monetary  fine hearing and be afforded an opportunity to appear before the Board or an appointed committee either by appearing personally or submitting written testimony.  The hearing date shall be at least  ten (10)  days before the effective date of the monetary penalty.  The notice shall be delivered to the Owner personally or by first class  mail to the last address of the Owner shown on the Association’s records.  The Board or committee shall give fair consideration to the Owner’s oral or written testimony in determining whether to impose a  fine or other sanction.  The hearing outcome shall be communicated in writing to the Owner within fifteen (15) days after the hearing

 

            C.        If the violation continues or if the response is otherwise unsatisfactory, even after the imposition of a monetary  fine,  the Board or its appointed committee may impose additional or continuing fines as well as other sanctions until such time as the matter is satisfactorily resolved.  There shall be no requirement to hold additional hearings if the Board imposes a continuing fine.

 

            D.        If the violation continues further, the Board may refer the matter to the Association’s legal counsel.  If a lawsuit is filed, the homeowner may be liable for the Association’s legal costs and fees.

 

E.                  Any  fines imposed by the Board or its appointed committee  shall be added to the Owner’s account.  Such  fines shall not be enforceable by non-judicial foreclosure.  Fines shall be payable in United States currency and shall be decided on a case by case basis in the Board’s sole discretion.

 

F.                  Notwithstanding the foregoing, under circumstances involving conduct that constitutes (i) an immediate and unreasonable infringement of, or threat to, the safety or quiet enjoyment of neighboring Owners; (ii) a traffic or fire hazard; (iii) a threat of material damage to, or destruction of, the Common area; or (iv) a violation of the Governing Documents that is of such a nature that there is no material question regarding the identity of the violator or whether a violation has occurred (i.e., delinquent assessment payment or parking violations), the Board or its designated committee/agent may undertake immediate corrective or disciplinary action and conduct a hearing as soon thereafter as reasonably possible, if either (a) requested by the offending Owner within five (5) days following the Association’s actions, or (b) on its own initiative.

 

Section 13.2    Suspension After Hearing.  The Board of Directors, after hearing and by majority vote, shall have the right to suspend the voting rights of a Member and to suspend the rights of the Member and the Member’s family, guests, and tenant to use the recreational facilities on the Common Area, and/or to impose reasonable monetary penalties against the Member (and his or her family, guests, and tenants) for:

 

                        A.        The Member’s failure to pay any common or special assessments as provided in the Restated Supplemental Declaration; such suspension shall not exceed the period in which said payment remains delinquent; or,

 

                        B.         The violation of the governing documents or rules and regulations of the Association by the Member, or his or her family, guests, invitees, or tenants; however, that the suspension for such cause shall not exceed thirty (30) days for any single violation, nor shall monetary  fines exceed the amount established by the Board in its fine schedule for any single violation.       

 

Before any such suspension or monetary  fine shall become effective,   a hearing shall be held by the Board or its designated committee.  The Member shall receive at least ten (10) days written notice of the hearing and be afforded an opportunity to appear in person or submit a written statement.  The Board shall notify the Owner in writing of the hearing outcome within fifteen (15) days from the hearing date. 

 

If the notices required herein are given by mail, the notice shall be by either registered mail, or by first-class mail, postage prepaid, sent to the last address as shown on the records of the Association.

ARTICLE XIV                        General Provisions

 

Section 14.1.   Checks, Drafts, Etc.  All checks, drafts or other orders for payment of money must be signed or endorsed by at least two Directors, except in an emergency, then one Board Member and management company representative.

 

Section 14.2.   Contracts, etc., How Executed.  The Board may authorize any officer or agent to enter into any contract or execute any instrument in the name and on behalf of the HOA.

 

Section 14.3    Fiscal Year.  The fiscal year of this corporation shall be the calendar year unless the Board of Directors shall designate a fiscal period ending other than on December 31.

 

 

Certificate of Adoption of

Bylaws

 

We, the undersigned, do hereby certify:

 

                        1.         That each of us is an Officer of the Coronado Shores Condominium Association, a California corporation; and

 

                        2.         That the foregoing Bylaws constitute the Amended Second Restated Bylaws of said Association, as duly approved by a vote of the Association’s Membership. 

 

In Witness Whereof I sign my name this ________ day of _________________, 2003.

 

            CORONADO SHORES CONDOMINIUM ASSOCIATION

 

By:       ______________________________________

                Signature

        ______________________________________

                Print Name and Title

 

 

In Witness Whereof I sign my name this ________ day of _________________, 2003.

 

            CORONADO SHORES CONDOMINIUM ASSOCIATION

 

By:       ______________________________________

                Signature

        ______________________________________

                Print Name and Title

STATE OF CALIFORNIA     )

                                                ) SS

COUNTY OF SAN DIEGO   )

 

On this _____ day of                 , 2003, before me, _______________, Notary Public, personally appeared ________________ and _____________, on behalf of CORONADO SHORES CONDOMINIUM ASSOCIATION NO. 10, personally known to me to be (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

 

WITNESS my hand and official seal.

                                                               

______________________________________

Notary Public in and for said County and State.        (Seal)

 

 

STATE OF CALIFORNIA     )

                                                ) SS

COUNTY OF SAN DIEGO   )

On this _____ day of                 , 2003, before me, _______________, Notary Public, personally appeared ________________ and _____________, on behalf of CORONADO SHORES CONDOMINIUM ASSOCIATION NO. 10 personally known to me to be (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

 

WITNESS my hand and official seal.

                                                      

______________________________________

Notary Public in and for said County and State.        (Seal)

 

 
______________________________

FIRST AMENDMENT TO THE

SECOND RESTATED BYLAWS FOR

CORONADO SHORES CONDOMINIUM ASSOCIATION NO. 10

By this First Amendment to the Second Restated Bylaws for Coronado Shores Condominium Association No. 10 (“Second Restated Bylaws”), the undersigned, verifying that at least a majority of the total voting power (75 Owners) of the owners of all of the interests in the Coronado Shores Condominium Association No. 10 hereby and accordingly amend the Second Restated Bylaws as follows:

1.         Article III, Section 3.1 of the Second Restated Bylaws is deleted in its entirety, and restated as follows:
 
“Article III, Section 3.1.  Date of Annual Meetings.
The annual meeting of members will be held annually, on the fourth Saturday in the month of July, time and place determined by the Board within San Diego County.  At such meeting, there shall be elected by ballot of the owners a Board of Directors in conformity with these Second Restated Bylaws.”
 
2.         Article V, Section 5.6 of the Second Restated Bylaws is deleted in its entirety, and restated as follows:
 
“Article V, Section 5.6.  Nomination Committee.
At the regular meeting of the Board of Directors in March of each year, or as soon thereafter as possible, the Board of Directors shall appoint a Nominating Committee.  This Committee shall be comprised of two (2) Directors and one (1) non-Board Member homeowner.  This Committee shall, by April 20, present to the Board a list of homeowners who have agreed to stand for election to the Board of Directors for the ensuing year.  Those recommended by the Nominating Committee shall be identified on a Proxy and Ballot for the Annual Meeting by an asterisk or other similar designation.
 
The Notice of the Annual Meeting shall include instructions detailing how a homeowner may place his or her name on the Proxy and Ballot for Election of Directors for the ensuing year.  In addition to nomination by the Committee, any owner of record who desires to be listed on the Ballot for the Election of Directors may submit his or her name together with a brief resume of his or her qualifications to the Secretary of the Board.  Further, any Member present at a meeting in which a Director or Directors are to be elected may place their name in nomination at the meeting prior to the vote.
 
At least thirty (30) days prior to the date of the Annual Meeting, the Association shall mail a Proxy to all homeowners entitled to vote.  All candidates for election to the Board of Directors shall be listed on the Proxy so that the Proxy giver has an opportunity to designate how the votes represented by the Proxy giver’s Unit must be cast.  Ballots given to the homeowners at the Annual Meeting shall also list all candidates for election.”
 
3.         Except as amended herein, the remainder of the Second Restated Bylaws shall remain in full force and effect according to its terms.
 
           The undersigned is the Secretary of the Coronado Shores Condominium Association No. 10, and I hereby certify and declare that pursuant to Article XI, Section 11.1 of the Second Restated Bylaws, the foregoing Amendment was approved by affirmative written vote of the members representing at least a majority of the total voting power of the Association.
 
Executed this ______ day of March, 2005, in the City of Coronado, County of San Diego, California.
                                                             Coronado Shores Condominium Association No. 10,
                                                            A California Non Profit Mutual Benefit Corporation
 
                                                            By:_____________________________________
                                                                        Florence Zahn, Secretary