The Full Text Of the Amedment

WHEREAS, the members of the Palos Verdes Homes Association (“PVHA”) adopted those certain “BY-LAWS OF PALOS VERDES HOMES ASSOCIATION” effective June 25, 1923, as amended on November 14, 1923 (collectively, the “Original By-laws”).

WHEREAS, Article V, Section 1 of the Original By-laws states that PVHA is not competent to transact business at an Annual or Special Meeting unless “record holders of legal title to a majority of the said building sites be represented…” This representative share of PVHA members is commonly referred to as “Quorum”.

WHEREAS, when the members of a majority of the PVHA building sites have not voted in the annual election of the Board of Directors, it has been the practice of the incumbent Board President to deem PVHA incompetent to transact business at the Annual Meeting for failing to reach Quorum.

WHEREAS, Resolution No. 179 of the Board of Directors states: “PVHA shall not expend funds to open and count the ballots” when Quorum has not been reached “since no meaningful purpose would be served by such expense”.

WHEREAS, Article IV Section 2 of the Original By-laws states:

“Vacancies in the Board of Directors shall be filled by the remaining Directors when assembled as a Board and such appointees shall hold office until the next Annual or Special Meeting of the members thereafter at which time an election for the unexpired portion of the term shall be held.”

WHEREAS, the incumbent non-elected Board of Directors have been filling vacant Board of Director positions without the consent, vote, or approval of the remaining PVHA Members.

WHEREAS, the holders of more than two-thirds of the memberships of PVHA, for their mutual benefit, wish to adopt this amendment to revise certain covenants and provisions of the Original By-laws related to the appointing of Board vacancies resulting from an election that fails to attain Quorum.

NOW, THEREFORE, we the undersigned, being the holders of more than two-thirds of the memberships of Palos Verdes Homes Association, a California nonprofit mutual benefit corporation, hereby amend the Original By-laws as follows:

1. Confirmation of Defined Terms. Unless modified herein, all terms previously defined and capitalized in the Original By-laws shall hold the same meaning for the purposes of this Third Amendment To By-laws of Palos Verdes Homes Association. The Original By-laws, as modified by this Third Amendment To By-laws of Palos Verdes Homes Association, shall hereinafter be referred to as the “By-laws.”

2. Limitation in Power of Incumbent Directors to Fill Board of Director Vacancies.

Article IV, Section 2 of the Original By-laws is hereby deleted in its entirety and replaced with the following:

“Vacancies in the Board of Directors shall be filled by the remaining Directors when assembled as a Board except vacancies resulting from an election in which a quorum was not attained. Vacancies in the Board of Directors resulting from an election in which a quorum was not attained shall be filled by appointment of those candidates who ran in said election and received the highest number of verified member votes. An election report containing a list of the candidates who ran and the number of member votes received shall be made available to all Palos Verdes Homes Association members. Should the number of candidates in said election be less than the number of open board seats, all said candidates shall be deemed appointed and additional vacancies shall be filled by the remaining directors. In all such cases, appointees shall hold office until the next Annual or Special Meeting of the members thereafter at which time an election for the unexpired portion of the term shall be held.”

3. Digital Counterparts. Amendments to the Bylaws may be executed in any number of counterparts, all of which shall be deemed an original, but such counterparts, when taken together, shall constitute one agreement. The parties hereto may deliver their signatures to this Amendment by facsimile, electronic mail, or other electronic transmission (such as in a portable document format (.pdf) or DocuSign, and agree to accept such digital image of such amendment, as executed, as a true and correct original and admissible as if such signatures were original executed versions.

IN WITNESS WHEREOF, we the undersigned, being the holders of more than two-thirds of the memberships of Palos Verdes Homes Association, a California nonprofit mutual benefit corporation, hereby assent to the foregoing Third Amendment to By-laws of Palos Verdes Homes Association, and we hereby adopt the same.

[SIGNATURE PAGES TO FOLLOW.]