Adopted in Entirety 1-31-94, Amended: 9-5-97

NOTICE
Documents are without Authorizing signatures and are to be considered WORKING PAPERS only, not Official Documents.

Adopted in Entirety 1-31-94, Amended: 9-5-97

Amended: 1-29-9, Effective: 1-1-99

Amended: 6-30-00,Amended: 1-24-02

Amended: 1/27/05; Effective 1/1/06

Amended: 10/19/06; Effective 1/1/07

Amended: 8/30/07

Amended: 8/25/14; Effective 1/11/15

BY-LAWS

OF

THE FRIENDLY VALLEY RECREATIONAL ASSOCIATION, INC.

ARTICLE I

Section 1

The name of the corporation is The Friendly Valley Recreational Association, Inc. and may hereinafter be referred to as the "Association."

Friendly Valley is a development of approximately 290 acres of real property located in Newhall, County of Los Angeles, State of California, into a series of "Cluster" type residential projects described as follows: "

Tract No. 27561, Tract No. 27562, Tract No. 27563, Tract No. 27564, Tract No. 29546, Tract No. 30701, Tract No. 29547, Tract No. 301.43, Tract No. 30841, Tract No. 31833, Tract No. 30104, Tract No. 28994, Tract No. 30049, Parcel Map No. 6057, Tract No. 32101, Tract No. 35782, Tract No. 33854, and Tract No. 52385, together with such additional Tracts as may be added to Friendly Valley. *

Section 2 – Objectives

The objectives of the Association shall be to assume the ownership, operation and maintenance of the Friendly Valley recreational area, consisting of golf courses and community center, for the benefit of the regular members of this Association, the regular membership to be composed exclusively of unit owners of Friendly Valley.

*Amended 6/30/00

Section 3 - Administration

The affairs of this Association shall be administered by the Board of Directors, who shall be elected bythe unit owners of the Association, with such qualifications as shall be determined from time to time by the unitowners, and each member of said Board shall be a resident Unit Owner of this Association.

There may also be such additional Committees as shall be determined from time to time, consisting ofthose resident Unit Owners who may be selected.

ARTICLE II

Section 1 - Members

Membership shall be limited to the residents in Friendly Valley projects above described by tract numbers.

A unit means those which are not owned in common with other owners in the real property and shall Comprise a single family residence and at least one carport or garage.

A resident who is not a unit owner has the use privileges of the recreational facilities which have been abrogated by the unit owner(s).

A Unit Owner is the person or persons holding title in fee to a Unit.

All Unit Owners shall be and become automatically members of the Association and shall be bound by the provisions of the Articles of incorporation, these By-Laws and California Civil Code Section 51.3.

Evidence of membership shall be established by the record title in the Office of the County Recorder of the County of Los Angeles, State of California, of the owners of Units in the Condominium. A change of record title to a Unit in the Condominium by the recordation of a Deed therefor, together with a certified copy of such Deed shall be conclusive evidence of the vestee named in said Deed being and becoming a voting member of the Association and the membership of the prior Unit Owner shall thereby be deemed transferred to the new Unit Owner.

No member of this Association, either regular or otherwise, shall be personally or otherwise liable for any of the debts, liabilities and/or obligations of the Association.

Section 2 - Membership Cards

A. Each person acquiring title to a Condominium unit in tracts described in Section 1 of these By-Laws, and who is an occupier and domiciliary of Friendly Valley, shall be entitled to receive a Membership Card, which Membership Card shall evidence the eligibility of the holder thereof to use the recreational facilities of Friendly Valley. Said Membership Card shall be automatically revoked when the holder no longer owns an interest in any Condominium unit in the real property described in Article I, Section 1, hereof. Notwithstanding the foregoing, no more than two (2) Membership Cards may be issued to the owners residing within said Condominium unit.

Any domiciliary in excess of two, but not to exceed four, may become Associate Members at the discretion of the Board of Directors. Each Associate Membershall pay ten dollars ($10.00) per month assessment for the use of the recreational facilities of Friendly Valley.

B. Use of the recreational facilities and the Membership Card evidencing said right is subject to revocation at any time within the discretion of the Board of Directors for any violation of the rules and regulations pertaining to the use of said facilities, including, without limitation, the non-payment of the monthly fees assessed. Membership privileges may be restored on such terms and conditions as the Board of Directors may determine in their discretion.

C. Membership Cards shall not be transferable.

ARTICLE III

MEETINGS OF MEMBERS

Section 1 - Place of Meetings

All meetings of the members shall be held at the principal office of the Association as set forth in these By-Laws, or as the same may be designated by the Board from time to time.

Section 2 - Annual Meetings

The annual meeting of the members shall be held at 19345 Avenue of the Oaks, Newhall, California, at 8:00 p.m. on an available day during the last full week of January each year, or at Such other time and date as may be designated by the Board.

Section 3 - Notice of Annual Meetings

Written notice of each annual meeting shall be given to each member entitled to vote, either personally or by mail or other means of written communications, charges prepaid, addressed to such member at his address appearing on the books of the Association or given by him to the Association for the purpose of notice. If any notice or report addressed to the member at the address of such member appearing on the books of the Association is returned to the Association by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the member at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the member upon written demand of the member at the principal executive office of the Association for a period of one year from the date of the giving of the notice or report to all other members. If a member gives no address, notice shall be deemed to have been given to him if sent by mail or other means of written communication addressed to the place where the principal executive office of the Association is situated, or if published at least once in some newspaper of general circulation in the County in which said principal executive office is located. All such notices shall be given to each member entitled thereto not less than ten (10) days nor more than sixty (60) days before each annual meeting. Any such notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication.

Such notices shall specify:

(a) The place, the date, and the hour of such meeting,

(b) In the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted; or, in the case of the regular meeting, those matters which the Board at the time the notice is given, intends to present for action by the members. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to members,

(c) The general nature of a proposal, if any, to take action with respect to approval of (i) a contractor other transaction with an interested Director; (ii) amendment of the Articles of Incorporation; (iii) a reorganization of the Association as defined in Section 181 of the California General Corporation Law; (iv) voluntary dissolution of the Association; or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, if any; and

(d) Such other matters, if any, as may be expressly required by statute.

Section 4 - Special Meetings

Special meetings of members, for any purpose or purposes whatsoever, may be called at any time by the President or by the Board, or by any two or more members thereon, or by twenty-five percent (25%) or more of the members. Except in special cases where other express provision is made by statute, these By-Laws or the Declaration, notice of such meetings shall be given in the same manner as for annual meetings of members and may be given by any person or persons entitled to call such meetings.

Section 5 - Vote

All owners are entitled to attend all Association meetings. At any meeting of the Association, one (1) owner shall be entitled to cast one (1) vote, regardless of the number of owners of their unit.

Section 6 - Adjourned Meetings and Notice Thereof

Any membership meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the affirmative vote of a majority of the votes entitled to be cast and represented at such meeting in person or by proxy, but in the absence of a quorum, no other business may be transacted at any such meeting unless these By-Laws or the Declaration otherwise provides.

When any membership meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the reconvening of the adjourned meeting shall be given as in the case of the original meeting so adjourned. Except as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting, other than by an announcement at the meeting at which such adjournment is taken.

Section 7 - Quorum

The presence either in person or by proxy at a meeting of members representing and entitled to cast at least 34% of the total votes, i.e., the number of Condominiums in the Project minus the number of Condominiums as to which voting rights are suspended in accordance * with these By-Laws at the time of the subject meeting (the "Total Votes") shall constitute a quorum for any action by the members, unless a different requirement is imposed by these By-Laws, the Articles, and a majority of the Total Votes present at a meeting at which a quorum is present shall prevail at such meeting unless a different percentage is required by these By-Laws or the Articles. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to cause the loss of a quorum, provided no vote to adopt or pass a resolution will be valid unless the vote after the loss of a quorum would have been sufficient to adopt or pass such resolution even if such quorum had been present. If any meeting cannot be held because a quorum is not present, a majority of the members either in person or by proxy and entitled to vote, may adjourn the meeting to a time not less than forty-eight (48) hours nor more than thirty (30) days from the time the original meeting was called, at which meeting the quorum requirements shall be thirty-five percent (35%) of the Total Votes. If, at such adjourned meeting a quorum is not present, the meeting will be adjourned until such time as a quorum of at least thirty-five percent (35%) of the Total Votes can be convened. *

Section 8 - Consent of Absentees

The transactions of any meeting of members, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, either in person or by proxy, and if, either before or after the meeting, each of the members entitled to vote and not present in person or by proxy, signs a written waiver of notice, or a consent of the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the Corporate records or made a part of the minutes of the meeting.

Section 9 - Action Without Meeting

Any action, which under the provisions of the California Corporations Code may be taken at a meeting of the members, may be taken without a meeting by ballot pursuant to the terms of California CorporationsCode.

Section 10 - Proxies

Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the Secretary of the Association prior to the commencement of the meeting at which the proxy is to beexercised. Every proxy shall be revocable by the person granting it announcing its revocation to the Secretary of the meeting at which it would otherwise be exercised prior to the exercise thereof and shall automatically cease upon sale or conveyance by the person granting the proxy of his interest in his Condominium.

Section 11 - Action by Members

Unless stated herein, or pursuant to law, all action required or permitted to be taken by the members of the Association may be taken by the approval of a vote of at least a majority of the members attending a meeting of the membership called pursuant to these By-Laws if a quorum is present.

*Amended 9-5-97

ARTICLE IV

DIRECTORS

Section 1 - Number, Qualifications, Term of Office

The affairs of the Association shall be managed by a Board of five (5) Directors. The Directors must be resident members of the Association. The five (5) Directors shall be elected by the members by ballot at the next annual meeting following the adoption of these By-Laws. The two (2) Directors who shall have received the highest number of votes at the annual meeting shall each hold office for a period of two (2) years and the three (3) Directors who shall have received the following three (3) highest number of votes shall hold office for a period of one (1) year. Yearly thereafter, at each annual meeting, three (3) Directors shall be elected to fill the vacancies of the retiring Directors. The two (2) Directors who shall have received the highest number of votes at each annual meeting shall each hold office for a period of two (2) years, and the one (1) Director who shall have received the highest following number of votes shall hold office for a period of one (1) year. The respective terms of office shall begin immediately after each annual meeting. Each Director shall serve until his successor is duly elected and qualified, or until he is removed in the manner elsewhere provided. If there is a tie in any election of Directors, the candidates involved may mutually agree who shall be declared the winner. If the candidates involved are unable to agree who shall serve within one day of the election concerned, the Board shall hold a run-off election between the candidates concerned within fourteen (14) days of the date of the original election. If the candidates concerned agree, the run-off election may be held at the same meeting at which the results of the election are announced. The number of Directors may be increased or decreased from time to time by an amendment to these By-Laws by the members as hereinafter provided in these By-Laws, provided in no event shall the number of Directors be less than five (5) at any time.

Section 2 - Removal and Vacancies

Subject to the provisions of the California Corporations Code, the entire Board or any individual Director may be removed from office, with or without cause at any duly called, noticed and held annual or special meeting of the members, at which a quorum is present. Subject to more restrictive limits in the California Corporations Code, the entire Board may be removed by a majority of the members present at such meeting, either in person or by proxy and entitled to vote. Vacancies in the Board may be filled by a majority of the remaining Directors, and each Director so elected shall hold office until his successor is elected at an annual meeting of members or at a special meeting duly called for that purpose. A vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any Director, or if the members shall increase the authorized number of Directors, but shall fail at the meeting at which such increase is authorized or at any adjournment thereof to elect the additional Directors so provided for, or in case the members fail at any time toelect the full number of authorized Directors. If the Board accepts the resignation of a Director tendered to take effect at a future time, the Board shall have the power to elect a successor to take office when the resignation shall become effective.

Section 3 - Place of Meeting

All meetings of the Board shall be held at the principal office of the Association, or at any other place within the State of California, designated at any time by written or oral consent of all members of the Board.

Section 4 - Organization Meeting of the Board

Immediately after each annual meeting of members, the retiring and newly-elected Directors shall set a date and time for a regular meeting to be held within ten (10) days after the annual meeting. The purpose of this meeting is to provide an orderly transition from one Board to the next, to elect Officers, and to transact other business as needed. Retiring Directors shall have no authority from and after the election at the annual meeting.

Section 5 - Other Regular Meetings

Other regular meetings of the Board shall be held without call monthly at such place as may be designated by the Board from time to time, provided that the Board may by resolution change the day, hour and/or place for the holding of such meeting, provided further, however, should said day fall upon a legal holiday, then said meeting shall be held at the same time on a day agreed upon by all Board members within a week. Prior notice of all monthly meetings of the Board shall be indicated in the newsletter which shall be distributed to all Owners.