ANTARES HOMEOWNERS ASSOCIATION
BYLAWS
PAGE 6
ARTICLE IV
4. Board of Directors.
4.1. Number and Qualification.
Until the first annual meeting of the Members, the Association's property, business and affairs
shall be governed and managed by a Board of Directors composed of three (3) Persons.
Commencing with the first annual meeting of the Members, the property, business and affairs of
the Association shall be governed and managed by a Board of Directors composed of five (5)
Persons, each of whom, except for those appointed and serving as first Directors, must be either
(a) an Owner or (b) an agent of Declarant for so long as Declarant owns a Condominium or is
entitled to unilaterally add any of the Annexable Territory to the Property pursuant to the
Declaration. The authorized number of Directors may be changed by a duly adopted amendment
to the Bylaws. Directors may not receive any salary or compensation for their services as
Directors unless such compensation is first approved by the vote or written consent of Members
representing at least a majority of the Association's voting power; provided, however, that (i)
nothing in these Bylaws precludes any Director from serving the Association in some other
capacity and receiving compensation therefor, and (ii) any Director may be reimbursed for actual
expenses incurred in performance of Association duties.
4-.2. Powers and Duties.
The Board has the powers and duties necessary to administer the Association's affairs and may
do all acts and things not by law or by these Bylaws directed to be exercised and done
exclusively by the Members. The Board may not enter into any contract with a third person
wherein the third person will furnish goods or services for the Common Property or the
Association for a term in excess of one (I) year, without the vote or written consent of Members
representing at least a majority of the Association's voting power, except for (a) a contract with a
public utility company for a term that does not exceed the shortest term for which the public
utility company will contract at the regulated rate if the rates charged for the materials or services
are regulated by the California Public Utilities Commission; (b) a management contract the terms
of which conform to Section 4.4 hereof, (c) prepaid casualty or liability insurance policies of not
to exceed three (3) years' duration, provided that the policies permit short term cancellation by
the Association, (d) agreements for cable television services and equipment or satellite dish
television services and equipment with terms not in excess of five (5) years, provided that
Declarant does not have a direct or indirect ownership interest in the supplier of such services or
equipment equal to or greater than ten percent (10%), and (e) agreements for sale or lease of
burglar alarm and fire alarm equipment, installation and services with terms not in excess of five
(5) years, provided that Declarant does not have a direct or indirect ownership interest in the
supplier of such services or equipment equal to or greater than ten percent (10%).
4.3. Special Powers and Duties.
Without prejudice to such foregoing general powers and duties and such powers and duties as are
set forth in the Declaration, the Board has the following powers and duties: