By-Laws of the Rolling Hills Citizens Association

(amended January 2020)

BY-LAWS OF THE ROLLING HILLS CITIZENS ASSOCIATION

ARTICLE I PLAN OF ASSOCIATION MEMBERSHIP

Section 1. Name.

The name of the incorporated non-profit association created hereby is ROLLING HILLS CITIZENS ASSOCIATION ("the Association”).The principal office of the Association shall be located inMadera County, California.

Section 2. Definitions.

The following definitions shall be applicable to these By-Laws:

(a) "Articles of Association" means the Articles of Association of the Association as the same may be duly amended from time to time.

(b) "Association" means Rolling Hills Citizens Association, an incorporated non-profit association of citizens in Madera County, California, successors and assigns.

(c) "Board" or "Board of Directors" may be used interchangeably herein and shall mean the Board of Directors of the Association as the same may, from time to time, be constituted.

(d) "By-Laws" means these By-Laws, including any amendments or additions hereto.

(e) "Member" or "Association Member" means every person or entity who hold a membership in the Association.

(f) The term "person" means and includes a natural person, corporation, partnership, association, firm or other entity as the case may be and the context may require.

(g) "Rules and Regulations" means such rules and regulations as may from time to time be adopted by the Association or its Board.

(h) "Neighborhood" means that area commonly known as "Rolling Hills,” situated generally on or to the west of state Highway 41, north of Avenue 10, south of Avenue 12, and east of the S & J Ranch; and more particularly described as ROLLING HILLS SUBDIVISIONS No.'s l, 2, 3 and 4, Madera County Records.

Section 3. Eligibility of Members.

Every owner or occupant of a home or owner or operator of a business enterprise within the Neighborhood may become a member of this Association, which membership shall exist upon payment of membership fee established by the Board of Directors.

Section 4. Termination and Transfer of Membership.

A membership in the Association shall automatically terminate upon transfer of title of the land owned by said member, or upon vacation of the premises occupied or cessation of operation of business operated by said member. Upon said transfer, vacation or cessation and termination, the transferee or successor occupant or operator may become a Member of the Association.

ARTICLE II VOTING, MAJORITY OF MEMBERS, QUORUM, PROXIES

Section 1. Voting.

The Association shall have one class of voting membership, whether owners, occupants, or operators as indicated above, and each Member shall be entitled to one vote for each residence, lot or business owned , occupied or operated. When more than one person holds an ownership interest or occupies or operates any residence, lot or business, all such persons shall be members, and the vote for such residence, lot or business shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any one residence, lot or business enterprise.

Section 2. Majority of Members

Any provision in these By-Laws calling for approval by a "majority of Members" or "majority of the voting power" for action to be taken by the Association, shall require the vote or written assent of fifty-one percent (51%) of membership. "Majority of Members" or “majority of the voting power" shall mean those Members holding fifty-one percent (51%) of the total voting power of the Association.

Section 3. Quorum.

Except as otherwise provided in these By-laws, the presence in person or by proxy of paid Members holding 20% of the votes in accordance with Section l of this Article II shall constitute a quorum. However, for purposes of the annual meeting, should the Association not be able to conduct business for lack of a 20% quorum, said meeting shall be re-noticed. At the time and date so re-noticed, the Association may conduct business on the basis of the members actually present or represented by proxy, whether 20% of the votes or not.

Section 4. Proxies.

Votes may be cast in person or by proxy. Proxies must be filed with the Secretary before the appointed time of each meeting. A holder of a proxy need not be a Member of the Association. The proxy may be revoked at any time by written notice of the Member to the Secretary, and all proxies shall automatically terminate upon transfer of title of a lot by the Owner, or by vacation of premises by occupant or cessation of operation of by operator.

Section 5. Election of Board.

Every member entitled to vote at any election for Board members of the Association may cast the number of votes to which he is entitled under Section 1 of this Article II, for each position on the Board of Directors to be filled at any given election.

ARTICLE III ADMINISTRATION

Section 1. Association Responsibilities.

The Board of the Association will have the responsibility of communicating the concerns of the citizens and the neighborhood to the appropriate governmental bodies.

Section 2 Place of Meeting.

Meetings of the Association shall be held within the Neighborhood or as close thereto as possible.

Section 3. Annual Meetings.

The annual meetings of the Association shall be held as nearly as possible in January, with the specific date of each such meeting to be set at the discretion of a majority of the incumbent Board. At such meetings, appropriate positions of the Board shall be elected by ballot of the Members in accordance with the requirements of Section 5 of Article II of these By-Laws. The Members may also transact such other business of the Association as may properly come before them.

Section 4. Special Meetings.

It shall be the duty of the President to call a special meeting of the Members (a) upon the vote for such a meeting by a majority of a quorum of the Board or (b) upon receipt of a written request signed by Members representing not less than five percent (5%) of the total voting power of the Association. The Notice of any special meeting shall state the time and place of such meeting and the purpose thereof.

Section 5. Notice of Meetings.

Notice of each annual or special meeting, as well as the time and place where it is to be held, shall be sent electronically to each member who has a current valid e-mail address on file with the Association, not less than ten (10) nor more than ninety (90) days prior to such meeting.Members not having a current valid e-mail address will be notified of each annual or special meeting, as well as the time and place where it is to be held, by means of written signs posted at each entrance to Rolling Hills Estates, not less than ten (10) nor more than (90) days prior to such meeting.

Section 6. Adjourned Meetings.

If any meeting cannot be organized because a quorum has not attended, the Members who are present, either in person or by proxy, may not transact any business except to 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. The quorum requirement for the subsequent meeting shall be 25% of the voting power of all Members of the Association. If a time and place for the adjourned meeting is not fixed by those in attendance at the original meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to Members in the manner prescribed for regular meetings.

Section 7. Action Without a Meeting.

Any action which may be taken by the vote of Association Members at a regular or special meeting, except the election of Board members, may be taken without a meeting if the Board distributes a written ballot to every Member entitled to vote on the matter. Such ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Board.

Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Ballots shall be delivered to Association Members in the same manner as provided for delivery of notice of meetings in Section 5 of this Article III. All such ballots shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballot must specify the time by which it must be received in order to be counted.

Section 8. Order of Business.

The order of business of all meetings shall be as follows : (a) roll call; (b) proof of notice of meeting; (c) reading of Minutes of preceding meeting; (d) reports of officers; (e) report of committees; (f) appointment of inspectors of election; (g) election of Board members; (h) unfinished business; and(i)new business.

Section 9. Fiscal Year.

Unless modified by resolution of the Board, the fiscal year of the Association shall be the calendar year.

ARTICLE IV BOARD OF DIRECTORS

Section 1. Number and Qualifications.

The affairs of the Association shall be governed by a Board of Directors ("Board"). The Board shall, prior to the first annual meeting, be composed of three persons ("Board members or Board member.") From and after the first annual meeting, the Board shall be composed of five persons.

Section 2. Powers and Duties.

(a) The Board shall have the power and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not by law or these By-Laws directed to be exercised and done by the Members. The powers of the Board shall include but not be limited to the following:

(1) Enforcement and carrying out of the provisions of the By-Laws and other agreements.

(2) Delegation of its powers to committees, officers or employees of the Association as expressly authorized in the Articles of Association and these By-Laws.

(3) Representation of members and communication of neighborhood concerns to appropriate governmental bodies, boards and agencies.

(4) Election of officers of the Board.

(5) Filling of vacancies on the Board except for a vacancy created by the removal of a Board member as provided in Section 5 of this Article IV.

(b) The Board shall be prohibited from taking any of the following actions, except with the vote or written assent of a majority of the voting power of the Association residing in Members.

(1) Selling during any fiscal year property of the Association having an aggregate fair market value greater than 5% of the budgeted gross expenses of the Association for that fiscal year.

(2) Paying compensation to members of the Board or to officers of the Association for services performed in the conduct of the Association's business; provided, however, that the Board may cause a Board member or officer to be reimbursed for expenses incurred in carrying on the business of the Association.

(3) Filling of a vacancy on the Board created by the removal of a Board member.

Section 3. Election and Term of Office.

Commencing with the annual meeting for 1985, staggered terms for members of the Board shall be established as follows. Votes shall be cast for five (5) Board members; the two Board members receiving the highest number of votes shall be seated for a two-year term; the remaining Board members shall be seated for a one-year term. Commencing with the annual meeting for 1986, Board members shall be elected for two-year terms, with three Board members being elected in even numbered years and two Board members elected in odd-numbered years.

Section 4. Vacancies.

Vacancies in the Board caused by any reason other than the removal of a Board member by a vote of the Association shall be filled by vote of the majority of the remaining Board members, and each person so elected shall be a Board member until a successor is elected at the next annual or special meeting of the association.

Section 5. Removal of Board Members.

At any regular or special meeting of Association Members duly called , any one or more of the Board members may be removed with or without cause by a majority of the Association Members, and a successor may then and there be elected to fill the vacancy thus created (by voting as provided in Section 5 of Article II). Any Board member whose removal has been proposed by the Association Members shall be given an opportunity to be heard at the meeting.

Section 6. Organization Meeting.

The first meeting of a newly elected Board shall be held within thirty (30) days of election at such place within the Neighborhood as shall be fixed by the Board at the meeting at which such Board was elected, and no notice shall be necessary to the newly elected Board members in order to legally constitute such meeting; provided a majority of the whole Board shall be present.

Section 7. Regular and Special Meetings.

Regular meetings of the Board may be held at such time and place within the Neighborhood as shall be determined, from time to time, by a majority of the Board members, but at least one such meeting shall be held each month, unless business to be transacted does not justify such frequent meetings, in which case the Board shall meet at least every three months.

Special meetings of the Board may be called by written notice signed by the President or by any two members of the Board other than the President. The notice of a special meeting shall state the time, place and purpose of the meeting.

Notice of the time and place of regular Board meetings shall be communicated to all Board members not less than four(4)days prior to the meeting, and notice of the time, place and purpose of special meetings shall be communicated to all Board members not less than 72 hours prior to the meeting, provided, however, that notice of a regular or special meeting need not be given to any Board member who has signed a waiver of notice or a written consent to the holding of the meeting.

Section 8. Open Meetings and Notice to Members.

Regular and special meetings of the Board shall be open to all Association Members; provided, however, that Association Members, other than the Board members, may not participate in any deliberation or discussion unless expressly so authorized by the vote of a majority of a quorum of the Board; provided; further, however, that upon the vote of a majority of a quorum of the Board , the Board may adjourn and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive sessions shall first be announced in open session.

Notice of the time and place of regular and special Board meetings shall be posted at a prominent place or places within the Neighborhood. The notice of regular meetings shall be so posted not less than four days prior to such meeting and the notice of special meetings (except in emergency situations) shall be so posted not less than 72 hours prior to such meeting.

Section 9. Quorum.

At all meetings of the Board, a majority of the authorized and duly elected Board members shall constitute a quorum for the transaction of business, and the acts of the majority of the Board members 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 to a time certain. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted provided a quorum is present.

Section 10. Fidelity Bonds.

The Board may require that all officers and employees of the Association handling or responsible for Association funds shall furnish adequate fidelity bonds. The premises on such bonds shall be paid by the Association.

Section 11. Financial Reports.

(a) An annual report consisting of the following shall be distributed within 120 days after the close of the fiscal year:

(1) A balance sheet as of the end of the fiscal year.

(2) An operating statement for the fiscal year

(3) A statement of changes in financial position for the fiscal year.

(b) The annual report referred to in (a) above shall be prepared by an independent certified public accountant for any fiscal year in which the gross income to the Association exceeds $75,000.

(c) If the report referred to in (a) above is not prepared by an independent certified public accountant, it shall be accompanied by the certificate of an authorized officer of the Association that the statements were prepared without audit from the books and records of the Association.

ARTICLE V OFFICERS

Section 1. Designation

The principal officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be Board members. One Board member may hold the dual offices of Vice President and Treasurer. The Board may appoint an assistant secretary, and such other officers as in its judgement may be necessary, and such other officers need not be Board members.

Section 2. Election and Removal of Officers.

The principal officers of the Association shall be elected by the Board at the organization meeting of each new Board and shall hold office at the pleasure of the Board. 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 any special meeting of the Board called for such purpose.

Vacancies caused by resignation shall be filled by appointment by the President until an election is held by the Board.

Section 3. President.

The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board. He shall have all of the general powers and duties which are usually vested in the office of president of an association including, but not limited to, the power to appoint committees from among the Members from time to time as he may in his discretion decide is appropriate to assist in the conduct of the affairs of the Association. All disbursement, of funds, monies, and other assets of the Association shall require the joint written signatures of the President and Treasurer, provided, however, that if the President or Treasurer is not available the Secretary may sign in his place.

Section 4. Vice President.

The Vice President shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board shall appoint some other member of the Board to do so on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him by the Board.

Section 5. Secretary.

The Secretary shall keep the minutes of all meetings of the Board and the minutes of all meetings of the Association; he shall have charge of such books and papers as the Board may direct; and he shall, in general, perform all the duties incident to the office of Secretary. The Secretary shall also be responsible for maintaining the membership register of the Association.

Section 6. Treasurer.

The Treasurer shall have responsibility for the Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. Such books shall be open to inspection by any Member of the Association. He shall be responsible for the deposit of all monies and other valuable effects in the name of and to the credit of the Association in such depositories as may from time to time be designated by the Board, and shall disburse the funds of the Association as may be ordered by the Board.

Section 7. Execution of Documents.

The Board may authorize any officer or officers to enter into any contract or execute any document in the name of and on behalf of the Association; and unless so authorized by the Board, no officer or other person shall have any power or authority to bind the Association or to pledge its credit or to render it liable for any debt or obligation.

ARTICLE VI AMENDMENTS

These By-Laws may be amended by the vote or written assent of a majority of the voting power of the Association at the time the amendment is considered.

ARTICLE VII INSPECTION OF BOOKS AND RECORDS

The membership register, books of account, and minutes of meetings of the Association Members, of the Board, and of the Board's committees shall be made available for inspection and copying by any Member of the Association, or by his duly-appointed representative, at any reasonable time and for a purpose reasonably related to his interest as a Member, at the office of the Association or at such other place within the Neighborhood as the Board shall prescribe, subject to such reasonable rules as the Board may establish with respect to: (i) notice to be given to the custodian of the records by the Member desiring to make the inspection; (ii) hours and days of the week when such an inspection may be made; and (iii) payment of the cost of making copies of documents requested by a Member.

Every Board Member shall have the absolute right at any reasonable time to inspect all books, records and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a Board member includes the right to make extracts and copies of documents.

CERTIFICATION

We, the undersigned, hereby certify:

That we are the Founding Committee of ROLLING HILLS CITIZENS ASSOCIATION, and

That the foregoing By-Laws constitute the original By-Laws of said Association, as duly adopted on the 24th day of June, 1981.

FOUNDING COMMITTEE

FIRST AMENDMENT TO BY-LAWS OF

ROLLING HILLS CITIZEN ASSOCIATION

Recitals

Whereas, Article VI of these By-Laws provide for the amendment thereof by the vote or written assent or a majority of the voting power of the Association; and

Whereas, at the annual meeting of the Association duly noticed and held on November 6, 1985, the amendments set forth herein below were considered and approved by a majority of the voting power of the Association.

Amendments

Section A. Quorum.

Section 3 of Article II is amended to read:

Except as otherwise provided in these By-Laws, the presence in person or by proxy of paid members holding 35%20% of the votes in accordance with Section I of this Article II shall constitute a quorum. Except for those actions by members which require a majority of the voting power as defined in Section 2 of this Article II, action by be taken by a majority of votes cast by members in person or by proxy once a quorum is established.However, for purposes of the annual meeting, should the Association not be able to conduct business for lack of a 20% quorum, said meeting shall be re-noticed. At the time and date so re-noticed, the Association may conduct business on the basis of the members actually present or represented by proxy, whether 20% of the votes or not.

Section B. Annual Meetings.

Section 3 of Article III is amended to read:

The annual meetings of the Association shall be held on the third Thursday of the month in which the first annual meeting was heldas nearly as possible in October, with the specific date of each such meeting to be set at the discretion of a majority of the incumbent Board. At such meetings,a Boardappropriate positions of the Board shall be elected by ballot of the members in accordance with the requirements of Section 5 of Article II of these By-Laws. The Members may also transact such other business of the Association as may properly come before them.

Section C. Board of Directors: Election and Term of Office

Section 3 of Article IV is amended to read:

The first election of the Board shall be at the first meeting of Members and thereafter at each annual meeting of Members, but if such annual meeting is not held or Board members are not elected thereat, the Board members may be elected at a special meeting held for that purpose. Voting for the Board shall be by secret written ballot. The term of office for each Board member shall be one (1) year and each shall hold office until a successor is elected.

Certification

I hereby certify that the foregoing First Amendment to the By-Laws of the Rolling Hills Citizens Association was duly approved at the 1985 annual meeting.

Date: May 13, 1981 /s/ Antonio Palazzo, Association Secretary

SECOND AMENDMENT TO BY-LAWS OF THE

ROLLING HILLS CITIZENS ASSOCIATION

Recitals

Whereas, Article VI of these By-Laws provide for the amendment thereof by the vote or written assent of a majority of the voting members of the association; and

Whereas, at the annual meeting of the Association duly noticed and held on November 7, 2013, the amendment set forth herein below was considered and approved by a majority of the voting members of the Association.

Amendment

Section 5. Notice of Meeting

Section 5 of Article III is amended to read:

It shall be the duty of the Secretary to mail or deliver a notice of each annual or special meeting, stating the purpose thereof, as well as the time and place where it is to be held, to the address of each Member as it appears on the Membership register of the Association, not less than ten (10) nor more than ninety (90) days prior to such meeting. The mailing of personal delivery of a notice in the manner provided in this Section shall be considered due notice served.

Members not having a current valid e-mail address will be notified of each annual or special meeting, as well as the time and place where it is to be held, by means of written signs posted at each entrance to Rolling Hills Estates, not less than ten (10) nor more than (90) days prior to such meeting.

Certification

I hereby certify that the foregoing Second Amendment to the By-Laws of the Rolling Hills Citizens Association was duly approved at the 2013 annual meeting.

Date: November 7, 2013 /s/ Joanne Brazil, Association Secretary

THIRD AMENDMENT TO BY-LAWS OF THE

ROLLING HILLS CITIZENS ASSOCIATION

Recitals

Whereas, Article VI of these By-Laws provide for the amendment thereof by the vote or written assent of a majority of the voting members of the association; and

Whereas, at the Special Meeting of the Association duly noticed and held on January 19, 2017, the amendment set forth herein below was considered and approved by a majority of the voting members of the Association.

Amendments

Section 1. Name

Section 1 of Article I is amended to read:

Section 1. Name.

The name of the unincorporated incorporated non-profit association created hereby is ROLLING HILLS CITIZENS ASSOCIATION ("the Association”).The principal office of the Association shall be located in Madera County, California.

Section 2. Definitions

Section 2 (b) of Article I is amended to read:

Section 2. Definitions.

The following definitions shall be applicable to these By-Laws:

(b) "Association" means Rolling Hills Citizens Association, an unincorporated incorporated non-profit association of citizens in Madera County, California, successors and assigns.

Certification

I hereby certify that the foregoing Second Amendment to the By-Laws of the Rolling Hills Citizens Association was duly approved at the January 19, 2017 SpecialMeeting.

Date; January 19, 2017, /s/ Chester Goodale, Association Secretary

FOURTH AMENDMENT TO BY-LAWS OF THE

ROLLING HILLS CITIZENS ASSOCIATION

Recitals

Whereas, Article VI of these By-Laws provide for the amendment thereof by the vote or written assent of a majority of the voting members of the association; and

Amendment

ARTICLE III Section 3, sentence 1 shall be changed to read “The annual meetings of the Association shall be held as nearly as possible in January, with the specific date of each such meeting to be set at the discretion of a majority of the incumbent Board.”

Certification

I hereby certify that the foregoing Fourth Amendment to the By-Laws of the Rolling Hills Citizens Association was duly approved at the January 16, 2020 Annual Meeting.

Date; January 16, 2020, /s/ Chester Goodale, Association Secretary