WHA's Articles of Incorporation

By-Laws of the Association

BYLAWS OF HOME OWNERS OF SOUTH WESTWOOD, INC.
dba WESTWOOD HOMEOWNERS ASSOCIATION

ARTICLE I

Membership

SECTION 1: There shall be only one class of members. The owner of part or all of a fee title to real property consisting of either a single-family dwelling, a duplex, a condominium within a building four stories or less or an apartment building with not to exceed four units, situated within that certain area (herein for convenience called the "Corporate Area") in Los Angeles City bounded on the north by the center line of Wilshire Boulevard, on the east by The Los Angeles Country Club, on the south by the center line of Santa Monica Boulevard and on the west by the center line of Sepulveda Boulevard shall be eligible for membership. Membership may be held in joint names of co-owners, but in such event only one of them may vote, or serve as an officer or Director, and in the case of dispute, the co-owner whose name is first listed shall be so entitled.

SECTION 2: Applications for membership shall be made in such form and manner as the Board of Directors ("The Board") shall prescribe and shall be accompanied by reasonable evidence of eligibility to membership. If the applicant is determined by the Board of Directors to be eligible for membership, such applicant shall become a member of this Corporation upon the payment of the dues provided for in these Bylaws.

SECTION 3: Any member may resign from membership in the Corporation at any time by submitting his or her written resignation to the President or Secretary of the Corporation, whereupon all his or her rights in or in connection with this Corporation shall terminate.

SECTION 4: Memberships shall not be transferable.

SECTION 5: Membership shall cease upon failure to pay dues within sixty (60) days after notice of such dues has been sent.

ARTICLE II

Meetings of Members

SECTION 1: The regular annual meeting of members shall be held within the first quarter to second quarter of the calendar year, the time and place to be determined by the Board of Directors. The meeting shall be chaired by the President or if the President is not able and present, then by the officers in the order listed in Article V, Section 1, below.

SECTION 2: Special meetings of the members may be held at any time on the call of the President or the Board of Directors. The President shall also call a meeting upon the written application of one-tenth (1/10) of the members.

SECTION 3: Should a quorum not be present at any regular or special meeting, it may be adjourned to a time and place to be fixed by the President or the Board of Directors. A quorum for membership meetings shall be as prescribed by law

SECTION 4: Voting at membership meetings in person or by proxy shall be in compliance with state law. There shall be no right of cumulative voting.

SECTION 5: Written notice of each annual and special meeting of members shall be given at least 20 days prior to date of the meeting to those who are members on the date the notice is sent.

SECTION 6: Upon demand of any member (1) voting by members shall be by written ballot, and (2) ballots shall contain member's address and signature to verify membership of each person voting. Otherwise, voting may be by such method as is directed by the chair of the meeting. In voting for Directors only positive votes shall be counted and negative votes shall not be counted.

ARTICLE III

Directors

SECTION 1: Subject to the laws of the State of California as to acts to be authorized or approved by members, all corporate powers shall be exercised, and the business and affairs of this Corporation shall be controlled, by the Board of Directors, each member of which shall be a member of the Corporation.

SECTION 2: The authorized number of Directors of this Corporation shall be thirteen (13).

SECTION 3: Directors shall serve until their successors have been elected. Directors shall be elected by vote of members before or within 15 days after the annual meeting of members, but in no event later than May 31. However, if, according to the following provisions the total number of nominees does not exceed the authorized number of Directors as prescribed in Section 2 of this Article, then each of the nominees shall be deemed elected and there shall be no other voting for that year. To be eligible to be elected to the Board by the members, the nominee must be a member of the Corporation and on or before February 15th of the year of the election the nominee must submit a signed statement containing the nominee's name and the intention to be a nominee to the Secretary of this Corporation, or if none, then to another officer of this Corporation. No other person shall be eligible for Board membership at that election. If the nomination is accompanied with a statement of 50 words or less in support of that nomination, such statement shall be sent along with any ballot. To insure secrecy and propriety, each ballot shall be placed in an envelope without any identity of member in or on the envelope. That envelope shall be placed in an outside envelope which shall contain the printed name, address and signature of the member. At a time and place designated by the Board or its designee and to insure fairness, the outer envelopes will be opened and if the person submitting the envelope is determined then to be a member, as defined in these Bylaws, then the inside envelopes shall be placed into a box that is sealed or locked until the time for counting. Counting of the ballots shall be done in accordance with instructions from the Board, or if none as designated by the President. The term of office shall commence immediately upon the conclusion of the annual meeting or if the votes have not by then been counted, then upon tally of the votes.

SECTION 4: In the event of the death or resignation of one or more Directors, or upon a Director's membership terminating, the surviving or continuing Directors, or the sole remaining Director if there be one, may fill the vacancy or vacancies; the term of his or her office shall be the same as that of the Director whose place he or she takes.

SECTION 5: The Board shall have the power to request any Director who fails to attend more than three regular Board meetings during any calendar year upon the vote of a majority of Board members to resign. Any Director may be asked to resign either with or without cause by a vote of two-thirds (2/3) of the Directors.

SECTION 6: Each director shall be entitled to one vote on any item or subject at any meeting of the Board of Directors.

ARTICLE IV

Meetings of Directors

SECTION 1: There shall be regular meetings of the Directors held approximately once a month. Special meetings of the Directors may be held at any time on the call of the President of the Corporation or any three (3) Directors on not less than seven (7) days notice in writing to the other Directors. Each such notice shall specify the time and place of such meetings, and shall be sent to the address of each Director appearing on the books of the Corporation. Any Director may at any time waive notice of the time and place of the holding of any meeting and of the purpose thereof before or after the holding of any meeting.

SECTION 2: A majority of the Directors of the Corporation shall constitute a quorum entitled to vote at each meeting. No Director may vote except in person at such meeting. The Board of Directors may act only upon the vote of a majority of its members regardless of the number present at a meeting, and where the Bylaws so provide, by the vote of more than a simple majority of the Board members regardless of the number present.

SECTION 3: (INTENTIONALLY OMITTED)

SECTION 4: Upon request by any Board member present, any motion proposed must be written and the writing read before the vote.

SECTION 5: On the request of any three Members of the Board, the vote on any motion shall by roll call vote.

ARTICLE V

Officers

SECTION 1: The officers of the Corporation shall be a President, Vice President, Secretary, Treasurer, and Parliamentarian. The Corporation may also have, at the discretion of the Directors, one or more additional vice presidents and one or more assistant secretaries and assistant treasurers. Each officer must be a director.

SECTION 2: Officers shall be elected at the meeting of the Directors first held after the annual meeting of the members of the Corporation and shall hold office thereafter until their death, resignation or removal, or until their successors shall have been elected.

SECTION 3: Any officer may be removed either with or without cause by vote of a majority of the Directors, and a vacancy in any office may be filled by the Directors.

SECTION 4: The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Directors, have general supervision, direction and control of the business and affairs of the Corporation. He/she shall preside at all meetings of the members and Directors and shall have such other powers and perform such other duties as may be prescribed by the Directors.

SECTION 5: In the absence or disability of the President, the Vice President (or if there be more than one, the Vice President designated by the Directors) shall perform the duties of the President and shall have all the powers and be subject to all the restrictions upon the President.

SECTION 6: The Secretary shall give or cause to be given notice of all meetings of the members and Directors, shall be custodian of the seal of the Corporation, shall keep minutes of every meeting of the members or Directors, shall keep a membership book of the members of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

SECTION 7: The Treasurer shall collect dues from the members, shall keep and maintain books, records and accounts of the Corporation, shall deposit the funds of the Corporation with such depositories as may be designated by the Board of Directors, shall disburse the funds of the Corporation as ordered by the Directors, and shall have such other powers and perform such other duties as may be prescribed by the Directors.

SECTION 8: The Parliamentarian shall provide assistance to the President in keeping all meetings within the guidelines of the "Roberts Rules of Order". He or she will also be the administrator of the Bylaws when applicable.

ARTICLE VI

Dues

SECTION 1: The dues of each member shall be established by the Board of Directors and shall be due and payable for each calendar year on the first day thereof; provided, however, that each new member shall pay his or her dues for the current calendar year at the time of his or her admission to membership. Dues shall be paid to the Treasurer of the Corporation.

SECTION 2: Upon resignation or termination of the membership of any member, such member shall not be entitled to any refund of dues paid by such member, even though such termination occurs prior to the expiration of the calendar year for which such dues have been paid.

ARTICLE VII

Amendments

SECTION 1: These Bylaws may be amended only at a meeting of the Board of Directors or at a duly called meeting of the members, if a quorum is present.

SECTION 2: An amendment of these Bylaws by the members shall require a vote of three-fourths (3/4) of the members present.

SECTION 3: An amendment of these Bylaws by the Directors shall require, regardless of the number of Directors in excess of a quorum present, either:

(1) a vote of two-thirds (2/3) of the Directors of the Corporation on condition that the notice of such meeting state that the amendment of the Bylaws, and particularly the provision or provisions thereof involved, is one of the items of business to be considered at such meeting, or

(2) when such notice is not given, then a vote of three-fourths (3/4) of the Directors.

SECTION 4: An amendment adopted by the Directors shall expire at the next annual meeting of the members at which a quorum is present, if a majority of the members present at that meeting vote to reject such amendment. Copies of the Bylaws shall be made available to the members at the annual meeting, and the sections changed shall be noted.

ARTICLE VIII

Seal

The Corporation shall adopt and use a corporate seal consisting of a circle setting forth on its circumference the name of the Corporation with the State and date of incorporation.

Articles of Incorporation of the Association

[filed in the office of the Secretary of State of the State of California on January 30, 1961]

[Copy filed in the Office of the Los Angeles County Clerk - February 2, 1961]

ARTICLES OF INCORPORATION of HOME OWNERS OF SOUTH WESTWOOD, INC.

ONE: The name of this Corporation is:
HOME OWNERS OF SOUTH WESTWOOD, INC.

TWO: The specific and primary purposes for which this Corporation is formed are: To preserve the present desirable characteristics and conditions of the area in Los Angeles City bounded on the north by Wilshire Boulevard, on the east by the city limits of the City of Beverly Hills, on the south by Santa Monica Boulevard and on the west by Sepulveda Boulevard as a residential section, and to maintain and enhance the value of the homes and property therein.

The further and general purposes of this Corporation are: To do any and all things necessary or convenient or incidental to the carrying out of the specific and primary purposes of the Corporation. The enumeration of specific and primary purposes and of general purposes contained in these Articles shall not be deemed to restrict the Corporation from carrying on or conducting any lawful undertaking, transaction, operation or business which the Corporation can lawfully do under the laws of the State of California; provided, however, that this Corporation shall have no religious or political purpose.

THREE: This Corporation is organized pursuant to Part 1 of Division 2 of Title 1 of the Corporations Code of California.

FOUR: The principal office for the transaction of the business of this Corporation shall be located in the County of Los Angeles, State of California.

FIVE: The names and addresses of the nine (9) persons who are to act in the capacity of directors of this Corporation until the election of their successors are:

NAME - ADDRESS

John R. Pierce - 10583 Eastborne Ave., Los Angeles, Calif.

Robert S. Stevens - 10586 Ohio Avenue, Los Angeles, Calif.

Arvo Van Alstyne - 1415 Thayer Avenue, Los Angeles, Calif.

Vivian Joyce - 10508 Wilkins Ave., Los Angeles, Calif.

Robert H. Adler - 1332 Woodruff Ave., Los Angeles, Calif.

Joseph Doyle - 1701 Malcolm Ave., Los Angeles, Calif.

Homer B. Newman - 1291 Woodruff Ave. Los Angeles, Calif.

Floyd L. Wohlwend - 10610 Wellworth Ave., Los Angeles, Calif.

Sanford L. Weiner - 1253 Westholme Ave., Los Angeles, Calif.

The number of directors shall be as provided from time to time in the duly adopted By-Laws, and amendments thereto, of this Corporation.

SIX: There shall be only one class of members in this Corporation, and the qualifications, voting rights and other rights and privileges of members shall be as provided from time to time in the duly adopted By-Laws, and amendments thereto. No member shall be liable for any assessments excepting only for the dues provided for in the By-Laws, and no member shall be liable for corporate debts, liabilities or obligations.

SEVEN: Upon any liquidation, dissolution or winding up of this Corporation, its assets, after the payment of, or provision for, its debts, shall be distributed to the Los Angeles Community Chest or its successor organization, and in the event neither the Los Angeles Community Chest nor any successor organization shall then be in existence, to such funds, foundations or corporations organized and operated for charitable purposes only as may be designated by its board of directors. No assets, earnings or income of this Corporation shall at any time be distributed to any member, director or officer thereof or to any other private individual.

IN WITNESS WHEREOF, for the purpose of forming this Corporation under Part 1 of Division 2 of Title 1 of the Corporations Code of the State of California, we, the undersigned, constituting the first directors and members of this Corporation, have executed these Articles of Incorporation this 25th day of January, 1961.

John R. Pierce Robert H. Adler
Robert S. Stevens Joseph Doyle
Arvo Van Alstyne Homer B. Newman
Vivian Joyce Floyd L. Wohlwend
Sanford L. Weiner

(All of the above signatures were properly notarized)