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(80%) of the voting power of the Master Association. Each first Mortgagee of a Lot orCondominium in the Properties may designate a representative to attend all special meetings ofthe Delegates. The special meetings of the Delegates shall be open to attendance by all Membersand Mortgagee representatives to the extent of the permissible capacity of the meeting room.Section 5. Notice of Meetings. It shall be the duty of the Secretary to cause to bemailed a notice of each annual or special meeting, stating the purpose thereof as well as the day,hour and place where it is to be held, to each Delegate of record, and to each first Mortgagee of aLot or Condominium, which Mortgagee has filed a written request for notice with the Secretary,at least thirty (30) but not more than sixty (60) days prior to such meeting. The notice may setforth time limits for speakers and nominating procedures for the meeting. The mailing of anotice, postage prepaid, in the manner provided in this Section, shall be considered notice served,forty-eight (48) hours after said notice has been deposited in a regular depository of the UnitedStates mail. Such notice shall be posted on the Association’s website, and such notice shall bedeemed served upon any Delegate upon posting if no address has been furnished to theSecretary.Section 6. Adjourned Meetings. If any meeting of Delegates cannot be organizedbecause a quorum is not present, the Delegates who are present, either in person or by proxy,may adjourn the meeting to a time not less than five (5) days nor more than thirty (30) days fromthe time the original meeting was called, at which meeting the quorum requirement shall be thepresence in person or by proxy of the Delegates holding at least twenty-five percent (25%) of thevoting power of the Master Association. Such adjourned meetings may be held without noticethereof as provided in this Article III, provided that notice is given by announcement at themeeting at which such adjournment is taken. If a meeting is adjourned for more than thirty (30)days, notice of the adjourned meeting shall be given in the manner provided in Section 5 of thisArticle III.Section 7. Order of Business. The order of business at all meetings of the Delegatesshall be as follows: (a) roll call to determine the voting power represented at the meeting; (b)proof of notice of meeting or waiver of notice; (c) approval of minutes of preceding meeting; (d)reports of officers; (e) reports of committees; (f) election of inspector of election (at annualmeetings or special meetings held for such purpose); (g) election of Directors (at annualmeetings or special meetings held for such purpose); (h) unfinished business; and (i) newbusiness. Meetings of Delegates shall be conducted by the officers of the Association, in order oftheir priority.Section 8. Action Without Meeting. Any action, which under the provisions of theCalifornia Corporations Code and California Civil Code may be taken at a meeting of theDelegates, may be taken without a meeting, if such action is authorized by a writing signed by allof the Delegates who would be entitled to vote at a meeting for such purpose, and filed with theSecretary.Section 9. Consent of Absentees. The transactions of any meeting of the Delegates,either annual or special, however called and noticed, shall be as valid as though had at a meetingduly held after regular call and notice, if a quorum be present either in person or by proxy, and if,-3-

either before or after the meeting, each of the Delegates not present in person or by proxy, signsa written waiver of notice, or a consent to the holding of such meeting, or an approval of theminutes thereof. All such waivers, consents or approvals shall be filed with the corporate recordsor made a part of the minutes of the meeting.Section 10. Minutes, Presumption of Notice. Minutes or a similar record of theproceedings of meetings of Delegates, when signed by the President or Secretary, shall bepresumed truthfully to evidence the matters set forth therein. A recitation in the minutes of anysuch meeting that notice of the meeting was properly given shall be prima facie evidence thatsuch notice was given.ARTICLE IVBOARD OF DIRECTORSSection 1. Number and Qualification. The property, business and affairs of the MasterAssociation shall be governed by a Board of Directors composed of seven (7) persons, each ofwhom must be a resident Owner of a Lot or Condominium in the Properties. There shall be nomore than two Directors from any one Sub-Association serving on the Board at any one giventime. No Director may vote on any issue which would place the Director in a conflict of interestwith the Master Association. Directors shall not receive any salary or compensation for theirservices as Directors; provided, however, that (1) nothing herein contained shall be construed topreclude any Director from serving the Master Association in some other capacity and receivingcompensation therefor, and (2) any Director may be reimbursed for his actual expenses incurredin the performance of such Director's duties.Section 2. Powers and Duties. The Board of Directors has the powers and dutiesnecessary for the administration of the affairs of the Master Association and may do all such actsand things as are not by law or by these By-Laws directed to be exercised and done by theDelegates or Members. The Board of Directors shall not enter into any contract for a term inexcess of one (1) year, without the approval of Delegates representing a majority of the votingpower of the Master Association, except for (1) any contract of a minimum term with a publicutility company, regulated by the Public Utilities Commission (such as Southern CaliforniaEdison Company) which requires a minimum term in excess of one (1) year; and (2) prepaidcasualty or liability insurance policies of not more than three (3) years duration provided that thepolicies permit short-term cancellation by the Master Association.Section 3. Special Powers and Duties. Without prejudice to such foregoing generalpowers and duties and such powers and duties as are set forth in the Master Declaration, theBoard of Directors is vested with, and responsible for, the following powers and duties:(a) To select, appoint, and remove all officers, agents, and employees of theMaster Association and to prescribe such powers and duties for them as may beconsistent with law, with the Articles of Incorporation, the Master Declaration and theseBy-Laws; to fix their compensation and to require from them security for faithful servicewhen deemed advisable by the Board.-4-

(b) To conduct, manage and control the affairs and business of the MasterAssociation.(c) To change the principal office for the transaction of the business of the MasterAssociation from one location to another within the County of Orange, as provided inArticle I hereof; to designate any place within said County for the holding of any annualor special meeting or meetings of Delegates consistent with the provisions of Article III,Section 2 hereof; and to adopt and use a corporate seal and to alter the form of such sealfrom time to time, as the Board, in its sole judgment, may deem best, provided that suchseal shall at all times comply with the provisions of law.(d) With the approval of a majority of Delegates, to borrow money and to incurindebtedness for the purposes of the Master Association, and to cause to be executed anddelivered therefor, in the Master Association's name, promissory notes, bonds,debentures, deeds of trust, mortgages, pledges, hypothecation or other evidences of debtand securities therefor.(e) To fix and levy from time to time Common Assessments, SpecialAssessments, and Reconstruction Assessments upon the Members of the MasterAssociation as provided in the Master Declaration; to fix and levy from time to time inany fiscal year Capital Improvement Assessments applicable to that year only for capitalimprovements for the Open Space Maintenance Area; to determine and fix the due datefor the payment of such assessments, and the date upon which the same shall becomedelinquent; provided, however, that such assessments shall be fixed and levied only toprovide for the payment of the Common Expenses of the Master Association and of taxesand assessments upon real or personal property owned, leased, controlled or occupied bythe Master Association, or for the payment of expenses for labor rendered or materials orsupplies used and consumed, or equipment and appliances furnished for the maintenance,improvement or development of the Association Property or for the payment of any andall obligations in relation thereto, or in performing or causing to be performed any of thepurposes of the Master Association for the general benefit and welfare of its Members, inaccordance with the provisions of the Master Declaration. The Board of Directors ishereby authorized to incur any and all such expenditures for any of the foregoingpurposes and to provide, or cause to be provided, adequate reserves for replacements as itshall deem to be necessary or advisable in the interest of the Master Association orwelfare of its Members. The funds collected by the Board of Directors from theMembers, attributable for replacement reserves, for maintenance costs which cannotnormally be expected to occur on an annual basis and for capital improvements, shall atall times be held in trust for the Members and shall not be commingled with otherassessments collected from the Members. Disbursements from such trust reserve fundshall be made only in accordance with the provisions of the Master Declaration. SuchCommon Assessments, Reconstruction Assessments, Special Assessments and CapitalImprovement Assessments shall be fixed in accordance with the provisions of the MasterDeclaration. Should any Members fail to pay such assessment before delinquency, theBoard of Directors shall enforce the payment of such delinquent assessments as providedin the Master Declaration and these By-Laws.-5-

(f) To enforce the provisions of the Master Declaration, the Anaheim Hills Rulesand Regulations, these By-Laws or other agreements of the Master Association.(g) To contract for and pay premiums for, with respect to the Open SpaceMaintenance Area, fire, casualty, blanket liability, malicious mischief, vandalism, liquorliability, errors and omissions, and other insurance insuring the Delegates, the Members,the Master Association, any Manager, the Board of Directors, the members of theCommittees, and other interested parties, in accordance with the provisions of the MasterDeclaration, covering and protecting against such damages or injuries as the Board deemsadvisable (which may include without limitation, medical expenses of persons injured onthe Open Space Maintenance Area).(h) To contract for and pay maintenance, legal, accounting, gardening, commonutilities, materials and supplies, and services relating to the Association Property and toemploy personnel necessary for the operation of the Properties, including legal andaccounting services, and to contract for and pay for improvements on the Open SpaceMaintenance Area.(i) To delegate its powers according to law, and to adopt these By-Laws.(j) To grant easements where necessary for utilities and sewer facilities over theOpen Space Maintenance Area to serve such Area or the Properties.(k) To fix, determine and name from time to time, if necessary or advisable, thepublic agency, nonprofit association, trust, foundation, corporation or other organizationorganized or operated for charitable purposes, to which the assets of this MasterAssociation shall be distributed upon liquidation or dissolution, according to the Articlesof Incorporation of the Master Association. The assets so distributed shall be thoseremaining after satisfaction of all just debts and obligations of the Master Association,and after distribution of all property held or acquired by the Master Association under theterms of a specific trust or trusts.(l) To adopt such Anaheim Hills Rules and Regulations consistent with law, theArticles of Incorporation, the Master Declaration and these By-Laws, as the Board maydeem necessary or advisable for the management of the Properties, which Anaheim HillsRules and Regulations shall become effective and binding after (1) they are adopted by amajority of the entire Board at a meeting called for that purpose, and (2) they are postedon the Association’s website. Such Rules and Regulations may concern, withoutlimitation, use of the Open Space Maintenance Area; signs, parking restrictions; commoncollection and disposal of refuse; minimum standards of property maintenance consistentwith the Master Declaration and the provisions of the Architectural Committee; and anyother matter within the jurisdiction of the Master Association as provided in the MasterDeclaration; provided, however, that such Anaheim Hills Rules and Regulations shall beenforceable only to the extent that they are consistent with law, the Master Declaration,the Articles of Incorporation and these By-Laws.-6-

Section 4. Management Agent. The Board of Directors shall employ for the MasterAssociation a professional management agent at a compensation established by the Board toperform such duties and services as the Board shall authorize, which may include, withoutlimitation, the duties listed in Section 3 of this Article.Section 5. Election and Term of Office. At the first annual meeting of the Delegates,and thereafter at each annual meeting of the Delegates, new Directors shall be elected by writtenballot by a majority of Delegates as provided in these By-Laws. In the event that an annualmeeting is not held, or the Board is not elected thereat, the Board may be elected at any specialmeeting of the Delegates held for that purpose. Each Director shall hold office until his successorhas been elected or until his death, resignation, removal or judicial adjudication of mentalincompetence. The term of office of each seat on the Board of Directors shall be two (2) years.The terms shall be staggered such that three Directors shall be elected in even years and fourDirectors shall be elected in odd years. The term of office of each Director elected to fill avacancy created by the resignation, death or removal of his predecessor shall be the balance ofthe unserved term of his predecessor. Any person serving as a Director may be re-elected, andthere shall be no limitation on the number of terms during which he or she may serve. EachDelegate may accumulate his votes for the election and removal of Directors as provided in thisArticle. At any election of the Board, each Delegate may give one or more candidate for Directora number of votes equal to the share of the voting power as set forth in the Master Declaration,multiplied by the number of Directors to be elected.Section 6. Books, Audit. The Board of Directors shall cause to be maintained a full setof books and records showing the financial condition of the affairs of the Master Association in amanner consistent with generally accepted accounting principles, and at no greater than annualintervals shall obtain a certified audit of such books and records performed by an independentcertified public accountant. A balance sheet and an audited operating (income) statement for theMaster Association as of the last day of the Master Association's fiscal year shall be distributedto each Delegate (and to each Owner and any institutional holder of a first Mortgage on a Lot orCondominium in the Properties upon their request) within one hundred twenty (120) days ofsuch accounting date.To the extent permitted by law, all books, records and papers of the Master Associationshall be made available for inspection by any Member at the principal place of business of theMaster Association or at such other place within the Properties as the Board may prescribe. TheBoard shall establish reasonable rules with respect to (1) notice to be given to the custodian ofthe records by the Members desiring to make the inspection, (2) hours and days of the weekwhen such inspection may be made and (3) payment of the cost of reproducing copies ofdocuments requested by a Member.Section 7. Vacancies. Vacancies in the Board of Directors caused by any reason otherthan the removal of a Director by a vote of the Delegates of the Master Association shall be filledby vote of the majority of the remaining Directors, even though they may constitute less than aquorum. A vacancy or vacancies shall be deemed to exist in case of death, resignation, removalor judicial adjudication of mental incompetence of any Director, or in case the Delegates fail to-7-

elect the full number of authorized Directors at any meeting at which such election is to takeplace.Section 8. Removal of Directors. At any regular or special meeting of the Delegatesduly called, any one or more of the Directors may be removed prior to the expiration of suchDirector's term of office with or without cause by a majority of Delegates and a successor maythen and there be elected to fill the vacancy thus created. Any Director whose removal has beenproposed by any Delegate shall be given an opportunity to be heard at the meeting. If more thanone Director is to be removed at any one time, each Delegate may accumulate his votes and votefor or against such removal of one or more of the Directors, exercising a number of votes equalto his share of the voting power as set forth in the Master Declaration multiplied by the numberof Directors sought to be removed. Where the entire Board of Directors is not removed at onetime, no Director shall be removed when the votes cast against removal, or not consenting inwriting to the removal, would be sufficient to elect the Director if voted cumulatively at anelection at which the same total number of votes were cast (or, if the action is taken by writtenballot, all Delegates entitled to vote had voted) and the entire number of Directors authorized atthe time of the Directors’ most recent election were then being elected. If any or all of theDirectors are so removed, new Directors may be elected at the same meeting.Section 9. Organization Meeting. The first regular ("organization") meeting of a newlyelected Board of Directors shall be held within ten (10) days of election of the Board, at suchtime and place as shall be fixed and announced by the Directors at the meeting at which suchDirectors were elected, for the purpose of organization, election of officers and the transaction ofother business. No notice shall be necessary to the newly elected Directors in order legally toconstitute such meeting, provided a majority of the whole Board shall be present when the timeand place are announced.Section 10. Regular Meetings. Regular meetings of the Board of Directors shall be opento the Members and may be held at such time and place within the Properties or such othersuitable place in Orange County, as proximate thereto as practicable and convenient to theDirectors as shall be determined, from time to time, by a resolution adopted by a majority of aquorum of the Directors; provided, however, that such meetings shall be held no less frequentlythan quarterly. Notice of regular meetings of the Board of Directors shall be given to eachDirector and Delegate, personally or by mail, e-mail, telephone or facsimile, at least four daysprior to the meeting, and shall be posted on the Association’s website. The notice shall containthe age

Anaheim Hills Planned Community Association . CC&Rs Cover Page . In accordance with Government Code §12956.1, the following Discriminatory . Section 8 Corrective Work by Association 16 . CERTIFICATE OF SECRETARY 18 - 1 - BY-LAWS OF ANAHEIM HILLS PLANNED COMMUNITY ASSOCIATION . ARTICLE I . PLAN OF OWNERSHIP . Section 1.