Villa Palazzo Homeowners Association

1. General These Rules are intended to comply with Civil Code section 1363.03 and an amendments thereto and shall apply to elections (1) of the Board of Directors, and regarding (~ assessments, (3) amendments to the governing documents, (4) the granting of exclusive use c common area property, and (5) any other matter that may be the subject of a vote of Association members.

2.1 The Board has appointed the Association's Manager, VierraMoore, Inc. as the Inspector of Election with the full powers conferred on Inspector(s) of Election pursuant t California Corporations Code Section 7614 and California Civil Code Section 1363.03.

2.2 The Association may, at the discretion of the Board of Directors, reasonable compensation to the Inspector of Election.

2.3 The Association shall indemnify the Inspector of Election in connection with

services performed in good faith by the Inspector of Election related to the election.

2.4 The Inspector of Election shall have the sole authority to determine whether issue a replacement ballot to a member if requested by the member.

3.1 Each member's qualifications for voting and voting power shall be as specified the Association's Bylaws and the other Governing Documents.

3.2 With regard to an election of Directors, if the Association's Bylaws perm cumulative voting, each membership shall be entitled to cast a number of votes equal to the number of Directors to be elected multiplied by the number of Lot Units owned by that members and each member may cumulate its votes.

4.1 No candidate or Association member advocating a point of view for purpose related to an election covered by these Rules shall be.-allowed access to any form of Association media, including newsletters and/or common area bulletin board, unless at the discretion of the Board, equal access is allowed to a candidates and members advocating a point of view.

4.2 No Association funds shall be used for campaign purposes in connection with election, which is subject to these Rules.

5. Qualifications of Candidates

5.1 Candidates for the Board of Directors must meet qualifications as set. forth in the Association Bylaws and as set forth hereafter.

6.1 Candidates for the Board of Directors shall be nominated at the Annual Members Meeting scheduled and noticed by the Board of Directors as set forth in the Association Bylaws, Upon establishment of the Quorum required to conduct the meeting, an explanation of the Secret Ballot voting procedures, qualifications for candidates and members voting, voting power of each membership, voting period for elections, quorum requirements, cumulative voting and the duties and responsibilities of the Inspector pf Election shall be presented by the Inspector of Election.

6.2 Nominations will be open from the floor and all qualified candidates may nominate themselves or be nominated by another Member, if they so accept the nomination. On a vote of the Members present the ffGm:inations will be closed and no further nominations will be accepted, including write in candidates, when the ballots are mailed. All candidates will be given an opportunity to present their qualificat!,Q~sand other information about themselves. Members will have the right to ask questions of the candidates and the pending election procedures. The Board of Directors or President will not appoint a Nominating Committee. In accordance with parliamentary procedure, if after closing of the nominations it is determined that the number of nominations equals or is not more than the number of available director positions, the Members present, in person or by pro~y, by unanimous vote may elect the slate of nominees as directors and dispense with the secret b~llotprocedures by acclamation.

The Association shall have the option, but shall not be obligated, to distribute proxies for any election covered by these Rules or to establish a quorum of the membership. If the Association distributes a proxy form, any instruction given in that proxy directing the manner in which the proxy holder is to vote shall be set forth on a separate page of the proxy that can be detached and given to the proxy holder to retain. The proxy holder may then cast the member's vote by secret ballot, which will be provided by the Inspectors of Election upon presentation of the proxy.

8. Quorum

8..1 Quorum for the purposes of conducting the Annual Membership Meeting, Election of Directors or other matters requiring the vote of Members by secret ballot shall be as required by the Association's Bylaws and Governing Documents.

8.2 If the Association's Bylaws provide, the Annual Membership meeting may be adjourned to another time due to lack of a quorum of the members present in person or by proxy. If the Bylaws provide that the quorum requirements for the adjourned meeting are reduced, then upon the establishment of the reduced quorum requirements to conduct the Annual Membership meeting, the reduced quorum shall be the same for the Election of the Directors by secret ballot mailed after the membership meeting.

9. Ballot Procedures

9.1 Distribution of Ballots: Each secret ballot and two pre-addressed envelopes with instructions on how to complete and return the ballots shall be mailed by first-class mail or delivered by the Association to every member not less than 30 days prior to the deadline for voting. The members shall be informed of the matter that is subject of the member vote and of the date by which ballots must be returned in order to be counted. In the election of Directors the candidates last names will be listed alphabetically. The ballot may not identify the name, address or Lot/Unit number of the Owner and is not to be signed by the Owner. The ballot is to be inserted into the envelope marked "Ballot Envelope" that is then sealed. This envelope is to be inserted into a second envelope thatis then sealed. In the upper left hand comer oIllie second envelope, the Owner prints and signs his or her name, property address or separate interest that. entitles him or her to vote. The outer envelope is pre-stamped and pre-addressed to the Inspector of Election who will be tallying the votes. The envelope may be mailed by first class mail ot delivered by hand to a location specified by the Inspector of Election. The owner may request a receipt for delivery. The Board of Directors sha.11 determine the voting period and reserves the right to extend the voting period in 30-day increments until quorum is achieved. Once the Inspector of Election receives a ballot it shall be irrevocable and shall be treated as a member present at a meeting for the purposes of establishing a quorum.

9.2 Reguirements for the Counting and Tabulation of Ballots. The designated inspector, or their designees, must count and tabulate the votes in public at a properly noticed open meeting of the Board of Directors or the Members. Any candidate or other Member of the Association may witness the counting and tabulation of the votes. No person, including a Member of the Association or an employee of the Association's management company, if any, shall open or oth~rwise review any ballot prior to the time and place at which the ballots are counted and tabulated. The inspector ot election, or his/her/their designee, may verify the Member.~5: information and a signature Qn the outer envelope prior to the meeting at which the ballots are tabulated. In the event that tabulation of the ballots cannot be concluded prior to the designated time for adjournment of the meeting, the meeting shall be continued for such time as is required to complete the tabulation of ballots and Members shall be entitled to remain in attendance at the continued meeting to observe the tabulation.

9.3 Announcement of the Results of the Election. The results of the election shall be to the Board of Directors at their next meeting by the Inspector of Election of Id shall be recorded in the minutes of that meeting of the Board and shall be w by Members of the Association. Within fifteen (15) days of the election, the size the results of the election in a communication directed to all Members.

9.4 Retention of Ballots The sealed ballots at al}times shall be in. the custody of the inspector or inspectors of election or at a location designated by the inspector or inspectors until I of the' vote and until the time allowed by Corporations Code section 7527 for ~lection has expired, at which time custody shall be transferred to the [the transfer of the ballots to the Association, the ballots shall be stored by the ~cure place fot no 'less than one year after the date of the Election. In the event) there challenge to the election process, the Association shall, upon written ballots available for inspection and review by Association Members or their authorized representatives. Any recount shall be conducted in a manner that shall preserve the vote.