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BY-LAWSFOR THE REGULATION, EXCEPT AS

OTHERWISE PROVIDED BY LAW OR ITSARTICLES OF INCORPORATION

ofTHE FRIENDLY VILLAGE ASSOCIATION, INC NO 9,

A California Nonprofit Mutual Benefit Corporation

ARTICLE I - ORGANIZATION

Section A. Name & Governing Law.The name of this corporation is THE FRIENDLY VILLAGE

ASSOCIATION, INC. NO. 9 (here in after referred to as the "Association") which was organized under the laws of the State of California and exists as a nonprofit mutual benefit corporation. These By-Laws are Supplemented by all laws and regulations affecting or relating to nonprofit mutual benefit corporations, and shall be applied and interpreted in a manner that is consistent therewith. The Association shall observe all local, State and federal laws which apply to nonprofit organizations as defined in Section 528 of the Internal Revenue Code and Section 2370l (t) of the California Revenue & Taxation Code (and any laws that may hereafter Succeed to and replace Said Code Sections) , as existing on the date hereof or as may hereafter be amended.

Section B. Principal Office.The principal office of the Association is hereby fixed and

located at l9345 Avenue of the Oaks, Newhall, California 91.32l. The Board of Directors of the Association is hereby granted full power and authority to change Said principal office from one location to another . Any Such change shall be noted in these By-Laws by the Secretary by amendment hereto.

Section C. Purpose

The purpose of the Association is to provide a governing body for a development of twenty-one Condominium estates existing on that certain real property located in the County of Los Angeles, State of California, described as follows:

"All of Tract 357 82, as per map recorded in Book 940 pages 6 2 to 64 of Maps, inclusive, in the office of the County Recorder of said County"

(hereinafter referred to as the "Property"). The Association shall manage the affairs of the Property on a nonprofit basis consonant with the provisions set forth in its Articles of Incorporation and the Declaration of Conditions, Covenants & Restrictions (hereinafter referred to as the "Declaration") that are recorded against the Property.

ARTICLE II MEMBERSHIP

Section A. Qualifications.Each "owner" of a condominium estate on the Property, as

defined in the Declaration, shall be a member of the Association. Such ownership shall be the Sole qualification for , and entitlement to , membership in the Association. Persons or entities who hold an interest in a Condominium estate on the Property merely as security for performance of an obligation shall not qualify as members of the Association.

Section B. Duration of Membership.Membership in the Association shall commence upon the

vesting of fee title to any condominium estate on the Property and shall continue thereafter so long as the vestee retains Such title.

Section C. Memberships Appurtenant.Memberships in the Association shall be appurtenant to

each condominium estate on the Property and Shall not be assigned transferred, pledged hypothecated, Conveyed or alienated in any Way except upon a transfer of fee title to a condominium estate and, then, only to the transferee ( s ) thereof . Any attempt to make a transfer prohibited by these By-Laws or the Declaration shall be void. Any transfer of title to a condominium shall operate automatically to transfer the membership rights appurtenant there to the transferee thereof.

Section D. One Membership and vote Per Condominium There Shall be one membership per Condominium estate,

regardless of the number of owner (s) of a respective condominium, such that the number of members at any given time shall be equivalent to the number of condominium estates on the Property. No fractional memberships in the Association may be held. If it occurs that joint owners of a Condominium are unable to agree among themselves with respect to a question presented for a vote by the membership, the Vote as to that particular question shall be deemed forfeited by the nonaligned owners of the jointly-owned condominium. If any owner or Owners exercise the voting rights for a particular Condominium, it will thereafter be

conclusively presumed for all purposes that such owner or owners were acting with the authority and consent of all other owners of the same condominium.

Section E. Membership Transfer Fee.Upon the transfer of fee title to any condominium estate on the Property, the

concurrent transfer of the appurtenant membership in the Association shall obligate the transfer Or and transferee of such unit to pay a fee to the Association for the transfer of the membership on the books and records Of the Association, in an amount which shall be prescribed from time to time and deemed to be reasonable by the Association' s Board of Directors. The membership transfer fee shall become due and payable to the Association contemporaneously with such transfer of title. *****

***

*****

ARTICLE III RIGHTS, PRIVILEGES & RESTRICTIONSPERTAINING TO MEMBERS AND MEMBERSHIPS

Section A . Uses Of Condominium ****(i) Each member of the Association, in accepting or, as applicable, Continuing to hold

title to a condominium estate on the Property, agrees and Covenants to abide by all applicable laws, statutes, Ordinances and governmental regulations in the use of such member(s) condominium and to use same and the common areas in a manner that is consistent with the uses permitted in the Declaration, these By-Laws and all rules and regulations promulgated by the Association' s Board from time to time.

(ii) Deleted. ****Section B. Annual Meetings.

There shall be a general meeting *** of the membership of the Association held annually on the first Wednesday of December of each year.

Section C. Place of Meetings.Meetings of the membership shall be held at the principal

Office of the Association or at such other suitable place, convenient to the membership at large, as may be designated by the Board of Directors from time to time.

* Revised 12/2/87 ** Deleted 12/2/92 * * * Revised 1/9/91

**** Revised/deleted 12/2/98* * * * * Revised 3/21/16

Section D. Special Meetings.Special meetings of the members may be called by the

Board of Directors of the Association or its President or Vice-President. In addition, special meetings Of the members for any lawful purpose may be called by any two (2) or more of the members. The right of any person, other than the Board of Directors, entitled to call a special

meeting of the members shall be enforceable as provided in subdivision (C) Of Section 7511. Of the California Corporations Code.

Section E. Notice of Meetings.Whenever members are required Ο Υ permitted to take any action at a meeting, the Secretary shall cause a written notice of the meeting to be given to each member entitled to vote at the meeting at least ten (10) days before the date of the meeting. The notice shall be given by first-class mail, postage prepaid, addressed to the member at the address for him or her appearing on the books of the Association or given by the member to the Association for purposes of notice. The notice may also be given by personal delivery of a copy of the notice to a member. The notice shall state the place, date and time of the meeting and, in the case of a special meeting, the general nature of the business to be transacted at the meeting. In the case of a regular meeting, the notice shall State those matters which the Board of Directors, at the time the not i Ce is g i Ven, intends to present for action by the members of the meeting. The notice of any meeting at which directors are to be elected shall include the names of all those who are nominees at the time the notice is given to members.

Section F. Quorum.Members present at any members meeting and proxies,*

if any, received at 19345 Avenue of the Oaks, Newhall, California, by 5:00 p.m. on the night ** of voting shall constitute a quorum for the transaction of business . The members present at a duly Called and held meeting of the members at which a quorum is present may, however, continue to transact business until adjournment notwithstanding the fact that enough members withdraw from the meeting to leave less than a quorum present.

* Revised 12/6/89 ** Revised 12/4/02

Section G. Adjourned Meetings.If any meeting of members cannot be conducted*

because a quorum has not attended, the members who are present, may, except as otherwise provided by law, adjourn the meeting to a time not less than five (5) days nor more than thirty (30) days from the time the original meeting was called.

Section H. Voting.At every regular meeting of the members, each member

present, either in person or by proxy, shall have the right to cast one vote on each question,** except that persons or entities who jointly own a condominium estate on the Property shall be entitled to only one vote for each such estate owned. The majority of votes cast shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the Association's Articles of Incorporation, the Declaration or of these By-Laws, a different vote is required, in which case such express provision shall govern and control. No member shall be entitled to vote or to be elected to the Board of Directors who is

shown on the books or management accounts of the Association to be more than thirty (30) days delinquent in payments due to the Association as homeowners fees, assessments or any other charges authorized to be charged by the Association under the Declaration or these By-laws, or who is shown to be in violation of the provisions of Sections A. (i) and A. (ii) of this Article III , above .

Section I. Cumulative Voting.The members of the Association shall be entitled to

exercise Cumulative voting in the manner authorized by applicable California law.

Section J. Proxies. ***

(i) Any member who is unable to attend any annual or special meeting of the members may cast such member's vote on any question to be presented to the members at such meeting by proxy, without the necessity of attending the meeting, by delivering such proxy to a person who is another Owner or to the Board of Directors not later than the date and time of such meeting, which proxy shall bear the name and Signature of the member and an identification of the condominium represented by Such member. ****

* Revised 12/2/92 ** Revised 12/4/02

*** Revised 12/4/02 **** Revised 12/4/02

Section K. Order of Business.The Order of business at all annual meetings of the

membership shall be as follows:

(i) Quorum.(ii) Election of Directors.(iii) Reading of minutes of preceding meeting.(iv) Reports of officers.(vi) Reports of committees (if any).(vi) Unfinished Business.(vii) New business.

*ARTICLE IV. DIRECTORS

Section A. Establishment of Board of Directors All powers of the Association shall be exercised by or

under the authority of, and affairs of the Association shall be conducted by, Of Directors (referred to hereinbelow as the "Board"), and the business a Board which shall be vested with all corporate powers permitted by law to be exercised by a nonprofit mutual benefit corporation.

Section B. Number and Qualification.The Board shall be composed of three (3) persons,**

unless and until this number is changed in a manner authorized by applicable California law.*** No person may Sit on the Board who is not also a resident owner in the Association. ****

Section C. Powers and Duties.The powers of the Board shall include, but not be limited

to the following:(i) Promulgating such rules and regulations pertaining to

use and occupancy of the common areas and the individual condominiums on the Property;* Revised 12/4/02**Revised 12-2-87

*** Revised 12-6-89****Revised 12-4-96

(ii) Fixing the amount of homeowners' dues, transfer fees and assessments to be paid by the members and levying and enforcing penalties as more fully set forth in the Declaration; and

(iii) Supervising and directing the officers of the Association in the performance of their duties.

Section D. Nomination of Directors; Election.(i) The name of any member may be submitted to the

Secretary of the Association by any member, or a member may submit the member's own name, for nomination to the office of director of the Association at any time, either in writing or orally from the floor of any meeting of the members whereat the election of directors(s) is presented to the members and such name (s) so submitted shall be deemed placed in nomination upon receipt of a second therefor.

( ii ) At any meeting where at the election of director(s) is presented to the members, the Secretary shall, prior to calling for a vote, announce the names of all nominees and call for final nominations prior to the close thereof. Following the close of nominations, a vote shall be taken by secret, written ballot and the President and Secretary shall count all votes so cast (including absentee ballots) . The nominee receiving the greatest number of votes for any seat on the Board shall hold such seat until his or her successor is duly-elected and qualified (unless earlier removed in accordance with the se By-Laws).

Section E. Terms of Office of Directors.The first directors of the Association (as appointed by the

Incorporator of the Association) shall each serve an initial term of one (1) year. An entire slate of five (5) directors shall be nominated and elected at the first annual meeting of the members. The two (2) directors receiving the greatest total number of votes cast shall serve a term of two (2) years. The remaining three (3) directors so elected shall serve a term of one (l) year. At

each succeeding annual meeting of the members, the two (2) directors receiving the greatest total number of votes Cast shall similarly serve a term of two (2) years and the remaining director shall serve a term of one (l) year.

Section F. Vacancies.(i) A vacancy on the Board shall be deemed to exist in the

case of the resignation removal or death of any director or if the authorized number of directors is increased or if the members fail, in any election for director or directors to elect the full authorized number of directors to be voted for in such election.

(ii) Vacancies on the Board, except for a vacancy created by the removal of a director, 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 or a special meeting of the members. A vacancy on the Board created by the removal of a director may be filled only by approval of the members.

(iii) The members may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.

(iv) Any director may resign, effective upon giving written notice to the Board, the President or the Secretary, unless the notice specifies a later time for the effectiveness of such resignation. If the Board receives the resignation of a director tendered to take effect at a future time, the Board members shall have the power to elect a successor to take office when the resignation is to become effective.

(v) No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of a director's term. Of Office.

Section G. Removal Of Directors.At any regular or special meeting Of the membership duly

called, any director may be removed, with Or without cause, by the affirmative vote of the membership. However, unless the entire Board is removed, no director may be removed where the votes cast against removal would be sufficient to elect such director if voted Cumulatively at an election at which the same total number of votes were cast and the entire number of directors authorized at the time of the director's most recent election were then being elected. After removal of any director, a successor may then and there be elected to fill the vacancy thus created. The Board may declare vacant the Office of any director who has been found of unsound mind by a final Order of court, or convicted of a felony. Any director, whose removal has been proposed by the members or by a member of the Board, shall be given an opportunity to be heard at the meeting Called to consider such removal.

Section H. Compensation.Remuneration may be paid to a director for services

performed by such director for the Association in any other capacity (other than performing the

normal and usual services of a director), including that of a project manager Or coordinator following a natural disaster, only if a resolution authorizing such remuneration is unanimously* adopted by the Board before the services are rendered.

* Revised 12/2/98Section I. Organizational Meetings of Board.

Within ten (10) days following the election of Directors at each Annual Meeting, the newly-elected Directors shall meet and, in addition to such other business as may lawfully come before the Board, it shall appoint Officers of the Association. Retiring Directors shall have no authority from and after the election at the Annual Meeting. *

Regular Meetings of Board.Regular meetings of the Board shall be held without call

monthly or at any other intervals of frequency as determined by the Board, but not less than quarterly. The time and place of the regular meetings may be determined and changed as needed by the Board. Should a regular meeting fall on a legal holiday, the meeting shall be held instead at the same time On another day agreed upon by a majority of the Board members,** provided it is held within one (1) week of the holiday. Prior notice of all regular Board meetings shall be posted.

Section J. Special Meetings of Board.Special meetings of the Board may be called by the President, Vice-President, Or any two (2) directors. Special meetings of the Board may be held On notice of no less than three (3) days, delivered by first Class mail, postage prepaid, or given personally or by telephone or telegraph to each director. A notice of a special meeting of the Board shall state the time and place of the meeting but need not specify the purpose for which the meeting is called.

Section K. Place of Board Meetings.Meetings of the Board may be held at any place within or

without the State of California which has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at such other place as shall be fixed by a majority ** of the Board members.

Section L. Waiver of Notice.Before or at any meeting of the Board, any director may, in

writing, waive notice of Such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any meeting of the Board shall be a waiver of notice by such director of the time and place thereof. If all the directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at Such meeting.

* Revised 12/5/07 ** Revised 2/17/16

Section M. Quorum.

At all meetings of the Board, a majority of the directors present shall constitute a quorum for the transaction of business and the acts of the majority Of the directors present at a meeting at which a quorum is present shall be the acts of the Board. If, at any meeting of the Board, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called, may be transacted without further notice.

Section N. Actions Without Meeting.Any action by the Board may be taken Without a meeting if

all members of the Board individually or Collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as a unanimous vote of such directors.

Section O. Indemnification of Agents of the Association; Purchase of Liability Insurance.The Association may subject to the provisions of

applicable statutes, indemnify any of its directors, officers, employees or agents who was were or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of the Association) by reason of the fact that such person is or was a director, officer, employee or agent of the Association, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in Connection With such proceeding where the Board determines that such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Association and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful . The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself, create a presumption that the per son did not act in good faith and in a manner which the per Son reasonably believed to be in the best interest of the Association or that the person had reasonable cause to believe that the person's conduct was unlawful. The term "proceeding" is used herein to mean any threatened, pending or completed action, Whether Civil Criminal, administrative or investigative. The term "expenses" include, Without limitation, attorney's fees, costs of suit and any other costs related to a proceeding referred to herein. To effectuate the purposes of this Section, the Board may at the Association's expense, obtain liability insurance covering the Association, its directors, officers, employees and agents for errors and omissions occurring in the course of their duties.

ARTICLE V. OFFICIERS

Section A. Designation.

The Association shall have officers consisting of a * President, Vice-President, and Treasurer, and such other assistant officers as the Board may deem necessary to conduct the Association's business from time to time.

Section B. Election of Officers.The officers of the Association shall be elected annually by

the Board at the regular meeting thereof and shall hold office at the pleasure of the Board.

Section C. Removal of Officers.Upon an affirmative vote of a majority of the members of

the Board, any officer may be removed either with or without cause and his successor elected at any regular meeting of the Board or at any special meeting of the Board called for such purpose.

Section D. President.The President shall be the chief executive officer of the

Association. He or she shall preside at all meetings of the members and of the Board and shall have all of the general powers and duties which are usually vested in the office of the president of a corporation, including, but not limited to the power to appoint committees from among the membership from time to time as he or she may in his/her discretion decide is appropriate to assist in the conduct of the business of the Association.

Section E. Vice-President.The Vice-President shall take the place of the President,

and perform the President's duties Whenever the President is absent or is unable to act. If neither the President nor the Vice-President is able to act, the Board of Directors shall appoint some other member of the Board to perform said functions on an interim basis. The Vice-President shall also perform such other duties as shall, from time to time, be delegated to him or her by the Board.

Section F. Secretary.The Secretary shall take the minutes of all meetings of the

members of the Association and shall, in general, perform all the duties incident to the office of Secretary of a Corporation.

*Revised l2-6-89Section G. Treasurer.The Treasurer shall be the Chief financial officer of the

Association and Shall have responsibility for Corporate funds and for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association in such depositories as may from time to time be designated by the Board. Within the discretion of the Board, functions herein delegated to the Treasurer may be delegated to an agent charged with bookkeeping responsibilities for the Association.

Section H. Dual Offices.

The offices of Secretary and Treasurer may be held by the same person, however, all other offices shall be held by different persons unless there are not sufficient persons willing and able to hold the respective positions.

VI. AMENDMENTS OF BY-LAWSThe regular Unit members, by the majority vote of a quorum as stated in Article III, Section F * at any duly constituted meeting may amend or alter these By-Law so Amendments may be proposed by the Board or by petition signed by at least twenty percent (20%) of the members. A description of any proposed amendment shall accompany the notice of any regular or special meeting at which a vote is to be taken on Such proposed amendment.

VIII. CORPORATE SEALThe Board shall provide a suitable corporate Seal containing the name of

the Association which shall be evidence of the authority of any officer of the Association executing any instrument in the name of, or on behalf of, the Association.

VIII. FISCAL MANAGEMENT

Section A. Fiscal Year.The fiscal year of the Association shall be determined by

the Board and may be changed by the Board if, in its discretion, such a change is determined to be in the best interests of the Association.

*Revised l2-6-89

Section B. Books and Accounts.Books and accounts of the Association shall be regularly

kept under the direction of the Treasurer.

Section C. Inspection of Books.Financial reports and the membership records of the

Association shall be available at the principal office of the Association for inspection at reasonable times by any member during regular business hours.

Section D. Annual Reports.As soon as practicable following the closing of each fiscal

year, the books and records of the Association shall be reviewed and an annual report shall be prepared and made available to the membership at the annual membership meeting.

Section E. Execution of Association Documents.With the prior authorization of the Board, all contracts

and other documents may be executed On behalf of the Association by either the President or

the Vice President, and all checks shall be executed on behalf of the Association by any two (2) officers.

ARTICLE IX. MISCELLANEOUS

Section A. Parliamentary Procedure.At all meetings of the Board and of the members, any

issue that may arise pertaining to procedure shall be decided and resolved according to Robert's Rules of Order.

Section B. Conflicting Provisions.If any inconsistency is found to exist at any time between

or among any provision contained in these By-Laws or in the rules and regulations promulgated by the Board or the Declaration or any law, statute or ordinance (including but not limited to the California Nonprofit Mutual Benefit Corporation Law), the Declaration shall prevail over all except the applicable law, statute or ordinance, which shall prevail.

Section C. Severability.In the event that any provision, Clause article, restriction

or covenant contained in these By-Laws is determined to be invalid, void or unenforceable by a forum of competent jurisdiction, the same shall not affect any other provision, clause, article, restriction or Covenant and the remainder of these By-Laws shall remain in full force and effect as if such invalid, void or unenforceable provision, clause, article, restriction or covenant did not appear herein.

Section D. CaptionsAll captions (paragraph headings) appearing in these By-

Laws are set forth only as a matter of Convenience and for reference, and shall not be construed to define, limit, interpret, prescribe or describe the scope or intent of these By-Laws, or any part hereof, nor affect its meaning, and shall not be considered for such purposes.

CERTIFICATION

Certifications and Notary Seals Omitted.