Park River Oak Estates Homeowner's Association




[13.1] Section 1. Inspection of Books and Records.
(a) Member Inspection Rights.
            All accounting books and records, minutes of proceedings of the Members, the Board and committees of the Board and the membership list of the Association shall at all times, during reasonable business hours, be subject to the inspection of any Member or his or her duly appointed representative at the offices of the Association for any purpose reasonably related to the Member’s interest as such.  Member’s rights of inspection shall be exercisable on ten days’ written demand on the Association, which demand shall state the purpose for which the inspection rights are requested. In the case of the demands to inspect the Association’s membership list, a Member’s inspection rights shall be subject to the Association’s right to offer a reasonable alternative to inspection within ten days after receiving the Member’s written demand (as more particularly set forth in Corporations Code sections 8330-8338).
(b) Director Inspection Rights.
            Every Director shall have an absolute right at any reasonable time to inspect all books, records, documents, and minutes of the Association and the physical properties owned by the Association. The right of inspection by a Director includes the right to make extracts and copies of documents.
(c) Adoption of Reasonable Inspection Rules.
            The Board of Directors may establish reasonable rules with respect to
(i) notice ofinspection,
(ii) hours and days of the week when inspection may be made, and
(iii) payment of the cast of reproducing copies of documents requested by the Member.

[13.2] Section 2. General Manager.
            The Board may, from time to time, employ the services of a Manager to manage the affairs of the Association and, to the extent not inconsistent with the laws of the State of California, and upon such conditions as are otherwise deemed advisable by the Board, the Board may delegate to the Manager any of its day-to-day management and maintenance duties and powers under these Bylaws and the Declaration, provided that the General Manager shall at all times remain subject to the general control of the Board.

[13.3] Section 3. Corporate Seal.
            The Association shall have a seal in circular form having within its circumference the words Park River Oaks Estates Homeowner’s Association, Incorporated on July 26th, 1995, State of California.

[13.4] Section 4. Robert’s Rules of Order.
            In the event of a dispute concerning the procedural aspects of any meetings which cannot be resolved by reference to these Bylaws or applicable law, the matter shall be resolved by reference to Robert’s Rules of Order.

[13.5]Section 5. Amendment or Repeal of Bylaws by Members.
            Except as otherwise expressly provided herein, these Bylaws may be amended or repealed, and new Bylaws adopted, on]y by the affirmative vote or assent by written ballot of a majority of the Members of the Association;
            If any provision of these Bylaws requires the vote of a larger proportion or all of the Members, such provisions may not be altered, amended, or repealed except by such greater vote, unless otherwise specifically provided herein. Any amendment to these Bylaws shall become effective immediately upon approval by the Members. The Secretary of the Association shall certify adoption of any duly approved amendment to the Bylaws and a copy of said certificate and the amendment shall be included in the Association’s corporate records.

[13.6] Section 6. Notice Requirements.
            Any notice or other document permitted or required to be delivered as provided herein may be delivered either personally or by mail. If delivery is made by mail, it shall be deemed to have been delivered 72 hours after a copy of same has been deposited in the United States mail, postage prepaid, addressed as follows: if to the Association or the Board of Directors, at the principal office of the Association as designated from time to time by written notice to the Members; if to a Director, at the address from time to time given by such Director to the Secretary for the purpose of service of such notice; if to a Member, at the address from time to time given by such Member to the Secretary for the purpose of service of such notice, or, if no such address has been so given, to the address of any Lot within the Properties owned by such Member.

[13.7] Section 7. Indemnification.
(a) 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 an owner or his or her family, guests, invitees or lessees, to the extent that the damage shall not be covered by insurance. 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 Residence owned by the indemnitor, provided that this protection shall not extend to any indemnitee whose 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.
(b) Indemnification by Association of Directors and Officers.
            To the fullest extent permitted by law, the Association shall indemnify its Directors, Officers, 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 that Section and including an action by or in the right of the Association, by reason of the fact that such person is or was a Director or Officer/a person described by that section. “Expenses,” as used in this section, shall have the same meaning as in Corporations Code Section 7237(a).
(c) 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 7237(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(h) 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.
(d) 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/ seeking indemnification under paragraphs (b) and (c) of this Section 7 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.
(e) Insurance.
            The Association shall have the power to purchase and maintain insurance on behalf of its Directors and Officers, against other liability asserted against or incurred by any Director, or Officer, in such capacity or arising out of the Director’s, or Officer’s status as such.

[13.8] Section 8. Construction and Definitions.
            Unless the context requires otherwise or a term is specifically defined herein, the general provisions, rules of construction, and definitions in the California Nonprofit Mutual Benefit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, and singular number includes the plural and the plural number includes the singular. All captions and titles used in these Bylaws are intended solely for the reader’s convenience of reference and shall not affect the interpretation or application of any of the terms or provisions contained herein.



The undersigned, Secretary of the corporation known as Park River Estates Homeowner’s Association, does hereby certify that the above and foregoing Restated Bylaws consisting of 42 pages, were duly adopted by written ballot of the Members of said Association on the 26th day of July, 1995 and that they now constitute said Bylaws.

                                                                        By _______________________________