Rec Doc 2016-099081 CONF The Grove Declaration of Restrictions (CC&Rs)

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5.2 Governing Body. The governing body of the Association shall be the Board. It shall be the responsibility of the Board to ensure that the Association exercises its rights and performs its duties as described within this Declaration, the Articles, Bylaws and any amendments thereto. The Board shall adopt Rules in accordance with procedures required by Civil Code sections 4340 through 4370 regarding the elections to the Board and related matters that satisfy the requirements set forth in Article 4 (commencing with Civil Code section 5100) of Chapter 6 of the Davis -Stirling Act. 5.3 Membership. Each Owner shall automatically be a Member of the Association. If there is more than one fee title Owner of a Lot, each Owner shall be a Member. The holder of a security interest in a Lot shall not be a Member of the Association except and until that holder obtains both the legal and equitable interest in the Lot. Membership shall be appurtenant to the Lot and may not be separated therefrom. Any transfer of an Owner's interest in a Lot (other than a security interest), by operation of law or otherwise, automatically transfers the membership to the Owner's successor in interest. No Owner may resign or revoke his or her membership for any reason. 5.4 Membership Classes and Voting Rights. The Association shall have the following two classes of voting memberships: 5.4.1 Class A. Class A Members are all Owners except the Declarant. Class A Members shall be entitled to one vote for each Lot in which he or she owns an interest. If more than one Owner owns an interest in a Lot, only one vote may be cast with respect to that Lot. 5.4.2 Class B. The Class B Member shall be the Declarant, who shall be entitled to three votes for each Lot owned by the Declarant. Class B membership shall irreversibly convert to Class A membership on the first to occur of the following: (i) the total outstanding votes held by the Class A Members equal the total outstanding votes held by the Class B Member; or (ii) the second anniversary of the first conveyance of a Lot in the Development. Voting rights shall vest at the time that assessments are levied against the Owner's Lot. Except as set forth below, all matters requiring the approval of the Members shall be approved if: (a) approved by a majority of the votes cast either in person or by proxy at a duly -held regular or special meeting at which a quorum was present; (b) approved by a majority of the written ballots cast in compliance with the requirements of Article 4 (commencing with Civil Code section 5100) of Chapter 6 of the Davis - Stirling Act and if not applicable, Corporations Code section 7513 or any successor statute thereto; or (c) approved by unanimous written consent of all the Members. Notwithstanding the foregoing, approval by the Members shall be subject to each of the following: (1) Two Membership Classes. As long as two classes of voting membership exist, any l by action by the Association that requires approvathe Members shall require approval by the members of each class. (2) Single Membership Class/Declarant-Owned Lots. If one class of voting membership exists and Declarant owns any Lots, any action by the Association that requires approval by the Members shall require approval by the Members including Declarant's vote(s) and approval by the Members excluding Declarant's votes. (3) Greater Than a Majority. If, under the terms of this Declaration, a particular action requires approval by more than a majority, the action shall be approved by the Members only if the required percentage of votes approves the action. EDNB\53295\996553.3 12 August 18, 2016