Westwood Gardens Civic Association

By-Laws (amended December 2004), Articles I and II

BY-LAWS OF THE
WESTWOOD GARDEN CIVIC ASSOCIATION, INC.
A Non-Profit California Corporation
Amended December 2004

The Westwood Gardens Civic Association, Inc. (“the WGCA” or “the
association”) is constituted by those residences within the following boundaries: National Blvd. (north side), Midvale Avenue (both sides), Pico Blvd. (south side), and Overland Avenue (west side) as well as those residences on the east side of Overland Avenue between Exposition Blvd. and National Blvd. and those residences along Coventry Avenue and Dunleer Place between Overland Avenue and the Exposition rail right-of-way. The association is governed by a Board of Directors. The directors elect their officers annually.

Article I.
PRINCIPAL OFFICE

Section 1. Principal Office. The mailing address for the transaction of the business of the association is hereby fixed as Post Office Box 64194, City of Los Angeles, County of Los Angeles, State of California, zip code 90064. The principal place of business shall be assumed to be the residence of the current President of the association. The principal meeting place shall be assumed to be the Riddick Center, located at 2634 Overland Avenue, Los Angeles, CA 90064. The Board of Directors of the association may at any time, or from time to time, change these locations from one place to another in said county.

Article II.
MEMBERSHIP AND MEMBERSHIP MEETINGS

Section 1. Membership. The membership of the association shall include only one class of members. All property owners and residents within the housing development commonly known as the Westwood Gardens Tract or within area immediately adjacent hereto are eligible for membership upon the payment of annual dues as hereinafter provided. Membership for the current year shall entitle the household to one vote per household and to the privileges and rights of members except as hereinafter provided, and shall subject them to all duties and obligations of said members.

Section 2. Termination of Membership. Membership shall terminate by resignation or upon nonpayment of annual dues as hereinafter provided.

Section 3. Annual Membership Dues. The annual dues shall be $15 per household payable in advance. The dues shall be payable on the first day of January in each year, and shall be delinquent if unpaid after April 30 of each year. Any household delinquent in payment of dues shall be automatically suspended from membership for the balance of said year, but shall have the right to be reinstated upon payment of dues for the current year.

Section 4. Voting Power. Each member of the association (i.e., each paid household) shall be entitled to one vote.

Section 5. Regular Meetings of Membership. The regular annual meetings of the membership of the association shall be held in the Fall on a date specified each year at the Marshall P. Riddick Youth Center, 2634 Overland Avenue at Ashby Avenue, or other convenient location in the City of Los Angeles, County of Los Angeles, State of California, or at such other time or place as may be designated by the Board of Directors.

Section 6. Special Meetings of Membership. Special meetings of the members, for any purpose or purposes, may be called at any time by the president. In the event a majority of he Board of Directors or twenty or ore members of the association file a written request with secretary of the association requesting a special meeting of the members, the president shall thereupon cause such a meeting to be called not later than two weeks from the date said written request is filed.

Section 7. Elections. The Board of Directors of the association shall be elected by the members of the association at the annual meeting held in the Fall of each year. The president or the secretary of the association shall cause a ballot to be prepared showing the number of positions available and the candidates nominated. The association shall notify the members not less than (10)days prior to the election which will be held at the annual meeting. Regular parliamentary usages and customs shall govern for all meetings of members and Directors of this association.

Section 8. Notices. Written notice of each annual meeting or of any special meeting shall be given to all members, either personally, by electronic mail, or by mail, postage prepaid, addressed to each household appearing on the books of the association, not less than five (5) days before such meeting. Such notice shall specify the place, date and hour of such meeting, and shall state such other matters as shall be required by these by-laws or determined by the Board of Directors.

Section 9. Quorum. The presence at any annual or special membership meeting of twenty-five (25) or more members of the association shall constitute a quorum for the transaction of business; provided, however, irrespective of the number of persons present, the election of Directors for the ensuing year pursuant to the provisions of this Article II shall be valid if not less than twenty-five (25) ballots are cast, in person or by ballot as provided hereinabove, and the persons thus elected as members of the Board of Directors shall take office forthwith. Only members shall be entitled to vote at any such meeting and such vote may be viva voce or by ballot. No member shall have the right to cumulate his vote nor shall any member have the right to vote by proxy, although any member shall have the right to vote by mail as aforesaid. Any meeting of the members whether or not a quorum is present may be adjourned from time to time by the vote of a majority of the members who are present at the meeting, but in the absence of a quorum, no other business may be transacted at such meeting. Business may be transacted by a majority vote of those voting, and any business transacted at a meeting duly organized at which a quorum has been declared present shall be valid and binding upon the membership even though sufficient number of members may have withdrawn to reduce the number of those present to less that twenty-five (25.)