ARTICLE ONE  A Civil Association named “Asociacion de Colonos, Seccion Club, Fraccionamiento Plaza del Mar” (RESIDENTS ASSOCIATION, CLUB SECTION OF PLAZA DEL MAR DEVELOPMENT) is incorporated, and its title must be followed by the words Civil Association, or its initials, A. C.


ARTICLE TWO  The corporate purpose of the Association shall not be exclusively economic, but shall also be to unite house, condominium, and lot owners of PLAZA DEL MAR CLUB SECTION Development in accordance with the Resolution of the Governor of the State of Baja California published in the Official Gazette on June 20, 1988 which authorized PLAZA DEL MAR CLUB SECTION Development to carry out all work pertaining to the maintenance of the public services and utilities (such as water supply provided by C.E.S.P.T., streets, public lighting, and common area lawns and gardens) and to improvement of the property of the CLUB SECTION Development.

                ARTICLE THREE  The duration of the Association shall be ninety nine (99) years, starting to count from the date these Bylaws are authorized.

                ARTICLE FOUR The domicile of the Association shall be Playas de Rosarito, Baja California; but the Association could have any other address for the convenience of celebrating an act or contract, without breaking any law.



                ARTICLE FIVE  According to the Baja, California State Decree dated May 24, 1988 any owner or holder of trust rights over houses, condominiums, or lots in the Development of PLAZA DEL MAR, CLUB SECTION, exclusively from block 1of lots 24 to 49; block 3of lots 11 to 14 and 16 to 23; and blocks 4,5,6 and 7 of the property lotting authorized through said decree is a mandatory “Associate” herein.  In conformance with that decree these Bylaws shall apply to any party, developer, bank, agent, trustee, or executor who owns or controls any lots, houses, or condominiums within the perimeters of the Club Section identified herein.  All such parties are “Associates” and may not claim immunity to the Association fees or these Bylaws. 



                ARTICLE SIX The following are the rights of Associates:

         1. To be represented before any authority to satisfy their needs;

         2. To be heard and have vote at General Assembly meetings;

         3. To review the accounts of the Association and the reports of the

Directing Committee (Board of Directors) and Special Committees and to object to them; and

         4. To use and enjoy–subject to regulations herein or in the Conditions, Covenants, and Restrictions (CC&Rs) hereto and appropriately posted on signs–the shared buildings, facilities, and common areas such as the pool, the jacuzzi, and the green areas, with the following exception: the developer of those properties East of Marbella street to the public highway and North of Torremolinos street shall provide its residents with their own amenities, and therefore residents and lot owners in that section shall not have access to the above-mentioned buildings, facilities, and common areas.

                ARTICLE SEVEN The following are the obligations of the Associates:

         1. to contribute to (pay one’s share of) work done or other expenses incurred by the Association for the collective benefit.

The Directing Committee (Board of Directors) shall decide the monthly and the extraordinary fees that the Associates shall pay according to the needs of the development. Fees shall be either a one-time perpetual assessment or a repeated perpetual assessment.   One-time perpetual assessments include the “legal expenses fee,” the “North Gate and Beautification fee,” and any other such assessments as required, considered, approved, and mandated by the General Assembly or the Directing Committee.  They are “one-time” in the sense that they are paid once when a buyer purchases a property unit; they are “perpetual” in the sense that they are paid whenever a property is purchased, not only when it is a new or first-time purchase but also when it is re-sold.  Repeated perpetual assessments include Associates’ monthly maintenance dues and any other fees paid monthly, quarterly, or in other increments as required, considered, approved, and mandated by the General Assembly or the Directing Committee.  They are “repeated” because they are paid in ongoing increments; they are “perpetual” because they apply to all Associates as long as they own property in the Club Section.  

Note: Article 6 of the Conditions, Covenants & Restrictions (CC&Rs) entitled "Funds and Assessments" and pertaining to Operating and Special Funds; Maintenance, Recreation, and Recreation Facility Development Assessments; the Development Fund, and the Default in Payment Regulations shall apply and be treated as incorporated in these Bylaws.

         2. To allow the fumigation of all grounds within the Club Section.

         3. To maintain the interior and exterior appearance of houses and grounds in good condition.

       4. To share the costs of maintaining and repairing common roofs, water pumps, pila tanks, exterior paint, etc.

         5. To keep the peace and serenity of the development, submitting themselves to what is established by these Bylaws and the rules and regulations attached hereto.  Therefore no loud noises, loud music, or other activities that would disturb the neighbors are allowed.

         6. To comply with all other rules and regulations of the development set forth in these Bylaws, the CC&Rs, and all related documents attached hereto.

         7. To send written notice to the Association within 5 business days after an agreement has been reached for the sale or transferral of any lot, house or condominium unit so that the Association may calculate any pending debt regarding the Associate selling or transfering property, and request the payment of the same.  Neither sale nor trust transferral may take place until such written notice has been received and it is clear that the Associate has no debts to the Association.

                If an Associate repeatedly disregards his/her obligations contained in the Bylaws or other Association rules

and regulations, the Board of Directors may sue the Associate in a court of law, holding him or her liable for the

appropriate costs or damages caused to the Association; or, if the matter is settled out of court, the amount may

be negotiated between the Associate and the Board of Directors.  The Board of Directors shall notify the Associate

of its intent to sue, which action must be approved by a two-thirds (2/3) vote in a General Assembly meeting, but it

shall not carry out that intent if the Associate takes corrective action within 30 days. 

ARTICLE EIGHT  A “delinquent Associate” is any Associate who has not paid three of his/her monthly Association fees or is more than three months overdue on any other fees determined by the Board of Directors or the General Assembly.  The unpaid fees shall bear interest at a five percent (5%) monthly rate, which interest shall be destined to the increasing of the Reserve Fund.  Furthermore its is hereby established as penalty that after three months of default delinquent Associates shall incur an additional obligation of fifty percent (50%) of a monthly fee for each three months of delay in payment of monthly fees and 50% of any other fee for each three months of delay in payment, which penalties shall also be destined to the Reserve Fund.

                Associates in default shall be classified as “Not in Good Standing” and shall be automatically suspended in their privileges as Associates, including their privilege to vote, their use of all shared facilities, and any other privilege that the Board of Directors or the General Assembly shall adopt policies to suspend, until such Associates pay their debts to the Association.  This suspension shall extend to the relatives and guests of Associates in default.  Continued failure to pay shall result in additional sanctions, including a lawsuit, or judgment, lien, foreclosure and auction, or other relevant legal action against the Associates’ property according to Mexican Law.

                                In the event that an Associate makes an offer-in-compromise to liquidate pending debts, interest, and penalty fees, the Board of Directors may accept or reject the offer.  The itemization statement for pending debts, moratory interest, and the conventional penalties established in these Bylaws or the Covenants, Conditions, and Restrictions (CC&Rs) shall have the force of executive civil action if it is signed by the President of the Board of Directors and the Association Manager and accompanied by copies of the relevant non-paid bills and any receipts, as well as a certified copy of the relevant section of these Bylaws, the CC&Rs, or the Minutes of the General Assembly or Board of Directors meeting in which the fees charged were established.  All amounts received as payment of interest and penalties shall be destined to increase the Reserve Fund or other fund of the Association.



                ARTICLE NINE  The Association shall not have capital stock; it shall be variable.  Capital shall consist of the monthly fees, ordinary and extraordinary fees that are legally established and collected, any official subsidy or donation received from third parties, and any other kind of contribution.


                ARTICLE TEN  The governing body shall be the following:

                1. The General Assembly of Associates.

2. The Board of Directors. 



                ARTICLE ELEVEN  The Associates (members) that the Association has or shall have agree with the Mexican government, before the Ministry  of Foreign Affairs, that “Every foreigner that at the time of the constitution act or any time after, have an interest or social participation in the Association, shall be considered by that simple fact ‘Mexican,’ with the understanding that the foreigner will not request the protection of its [his/her] government, and under the penalty of losing their [his/her] interest or participation for the benefit of the Mexican Nation in case of non-compliance.”


                ARTICLE TWELVE  The administration of the Association shall be carried out by the Board of Directors. Directors shall perform their duties gratuitously.  Directors must be Associates.  They shall be elected to serve for the number of years as stated in Article Thirteen herein, and they may be re-elected.  If a Director resigns, the remaining Directors may appoint by majority vote a replacement to finish his/her term.  


                ARTICLE THIRTEEN  The Board of Directors shall be formed by a President; a Vice-president; a Secretary; a Treasurer who shall also be the Budget Director and supervisor of Management; and three Directors who shall serve as First Director, Second Director, and Third Director.

The president, the Vice-president, the Treasurer, and the Secretary shall remain in duty for two years. The First Director shall remain in duty three years, the Second for two years, and the Third for one year.

Any Director may be recalled by a simple majority vote of the Associates.

                ARTICLE FOURTEEN  The Board of Directors shall meet quarterly or more often as required. Directors shall attend in person and only by proxy when a justified cause prevails for it. The President, or, in his/her absence, the Vice-president shall call the meetings and notify all Directors in writing or by other reliable means.

Once the first notice has been sent and the session is open, the quorum for that meeting shall be the majority of Directors.  If a quorum is not present at the time and place set for the meeting, a second notice may be given for that same date half an hour after the time indicated in the first notice, and the meeting may then be convened with the Directors present.  Both notices may be included in the same writ, clearly stating after the Order of the Day or Agenda that if a majority of Directors is not present on that date and at the time referred to in the first notice a second notice is understood as duly given for that same date half an hour after the time given in the first notice, and the meeting will be called and held with the attending members.  Meetings may also be held without notice if all Directors are present, considering always that all actions require a majority vote and the President of the Board may break a tie vote.  If no majority vote is reached the subject may be deferred until the next Board meeting.

Minutes of each Board meeting shall be reviewed by the President or the Vice President and distributed to all Associates within ten days either by mail, fax, e-mail, or posting on a website, the address of which has been made known.

                ARTICLE FIFTEEN  The Board of Directors may hire a person who is computer-literate in word processing and financial spreadsheets who serves the Association as Manager, fulfilling among others the following duties:

     1.  Act as agent and consultant of the Board of Directors and attend its meetings either in person or by representative, without a vote.

     2.  Obtain quotes and bids for projects authorized by the Board of Directors and present them for a decision by the Board. Obtain legal counsel as needed and approved by the Board of Directors.

      3. Under instruction from the Board meet with Associates when necessary to resolve internal issues, referring all arrangements or decisions to the Board for final approval.

      4. Maintain liaison with the Developer, referring all arrangements or decisions to the Board of Directors for final approval. 

      5. Make recommendations for changes to Bylaws, CC&Rs, Budgets, and other legal documents of the Association if requested by the Board of Directors and assist the Board in their enforcement and execution.

      6. Keep track of Associates’ Bank trusts and executions of Purchaser’s agreements, and maintain same in a file.

      8. Be responsible for collection and deposit of Association fees and assessments and for collection on any delinquent accounts. All collections are to be posted in a 12-month spread sheet  listing date, check number, amount and/or accumulative amount, additionally maintaining a 12-month spread sheet listing the cash flow of each month for Associates paying in advance.  Also maintain a spread sheet and a balance sheet for all other special assessments,  listing income and expenses for each assessment and posting dates, check numbers, and amounts.

      9. Maintain bank accounts with integrity and thus be liable for the wrongful use of funds.  The Manager shall be limited in payment of budgeted expenditures to no more than 10% in excess of the amount budgeted.  The Manager must obtain presidential approval for any non-budgeted expenditure in excess of $200.00 dollars and Board approval in for any non-budgeted

expenditure in excess of $400.00 dollars.  For all such approvals sought, the Treasurer must be consulted before approval is given.

    10. Present a Manager’s Report at each General Assembly meeting, and at Board meetings if requested, and issue a quarterly financial statement which may be sent to each Associate by mail, fax, e-mail or by posting on an Association website.

    11. Hire/fire and be responsible for on-time payment of wages to, and for the job descriptions, training, direction, and workmanship of, the security officers, gardener, and other employees at the instruction of the Board of Directors.

    12.  Do all work necessary to withhold payroll deductions; file receipts, expense documents, invoices, etc.; and prepare financial statements in accordance with Mexican Law.

    13.  Oversee the maintenance of roads, common areas, swimming pool, jacuzzi, propane gas supply, fumigation, etc.

    14.  Maintain the operation files of the Association.

    15.  Maintain a file of each of the Associates that shall include copies of the Associate’s purchase contract, bank trust, and any other legal documents; a

copy of each check received from the Associate; copies of correspondence with

the Associate; and records of any other matters pertaining to the Associate.

    16. Be responsible for proper and on-time issuance of public notices, meeting announcements, newsletters, and correspondence sent to the Associates.




ARTICLE SIXTEEN  The Board of Directors has the faculty to organize, coordinate, and perform any acts necessary to carry out the aims and purposes of the Association.  For this reason, the Board of Directors, shall have the following faculties:

    1. To create, modify, delete, or change policies, rules, and procedures in accordance with the terms and conditions of the instrument herein.

    2. To designate the officers, representatives, and employees of the Association and decide their remuneration, duties, and obligations.

    3. For its legal actions, the Board of Directors shall have the following faculties and rights:

a. To exercise General Power of Attorney for lawsuits and collections and any administrative acts with all

            the general and special faculties that require specific legal power or special clause according to law

            relating to, but not limited to, receiving payments; doing assignment of rights; settling; appointing

            arbitrators; filing legal claims and complaints, and dismissing them, when the law allows; and collecting

            in judicial proceedings.

b. To exercise General Power of Attorney for  Administration Acts as set forth in the second paragraph of

            article two thousand four hundred twenty-eight of the Civil Code of the State of Baja California.

c. To exercise General Power of Acts of Domain according to the third paragraph of the above-mentioned

            article of the Civil Code. In this case, the Board of Directors in a formal session shall take an expressed

            resolution and delegate to two of its members the execution of the necessary acts of domain. A minute

            and thorough report shall be made and given to the Associates.

d. To grant and endorse titles of credit within the terms of Article Nine of the General Law of Titles and

            Credit Operations.

e. To grant general and special powers of attorney, and to revoke them.

f. The agents (parties who are empowered by the Board) shall practice their mandate according to what is

            provided by the before-mentioned paragraphs from the civil code before any and all kinds of judicial or

            administrative authorities, federal, local, or criminal, before the local or federal Arbitration Board, or

            before any labor authority.

 g. decide sanctions and apply them for any violation of the obligations of the Associates provided in

            Article Seventh of these Bylaws and in accordance with the procedures established for such purposes herein.

   4.  To oversee the activities of subcommittees it appoints and to approve or deny the recommendations of those subcommittees.


ARTICLE SIXTEEN SUBSECTION  The Board of Directors within one month after the election shall appoint  chairpersons of Operating Committees, including but not limited to an Architectural Committee, a Maintenance Committee, a Security Committee, and a Social Committee.  These chairpersons shall a) consult with the Board of Directors to make and receive recommendations for Associates to be appointed as members of their respective committees; b) schedule meetings of their committees as necessary in order to render a report at the next General Assembly meeting if they should be called upon by the Board of Directors to do so.

                The above-named committees shall operate as subcommittees of the Board of Directors and shall report to the Board.  They shall have the following faculties:

The Architectural Committee shall

      1. Make recommendations to the Board of Directors for establishing, improving, upgrading, and maintaining the aesthetic appearance of all structures and grounds within the total property boundaries of Plaza del Mar Club Section development.

2. Report periodically on planned constructions within the next six months.

3. Review written applications from Associates for any change in color to their dwellings or

any change in configuration or architecture, with attached plans, and issue a written approval or disapproval.  No such changes may be made without prior approval of the Committee (See "Transitories" Article Four at the end of these Bylaws).  Any changes made without approval shall be reversed by the Associate at his/her expense, and, if applicable, a fine may be imposed by the Board of Directors at the request of the Architectural Committee in accordance with the CC&Rs and Article Eight herein.  Application fees may be charged as appropriate and in accordance with applicable CC&Rs. 

       4. Be responsible for expenditures within its budget and seek Board approval for needed additional funds.


The Maintenance Committee shall

       1. Work with the Board of Directors and, if needed, with the Developer to determine financial responsibilities such as the following:

a.        Improvements at the developer’s cost that benefit the Developer in

the future sale of residences.

b.       Improvements at an Associate’s cost that benefit the Associate directly.

c.        Improvements at shared cost with the developer that benefit all parties.

      2. Investigate problem areas such as the sewer plant, pila tanks and water  lines, etc.

3. Recommend actions such as sonic testing of water lines for leaks or pipeline damage.

       4. Report to the Board recommended actions and costs.

       5. Monitor electrical expenses and water expenses.

       6. Recommend improvements in the appearance of the property and grounds of the entire Club Section development.

       7. Determine cost-efficient actions that help improve the maintenance and appearance of the development, such as paint of the houses, feasibility for a pool heater, additional facilities, etc.

       8. Be responsible for expenditures within its budget and seek Board approval for needed additional funds.

The Security Committee shall

      1. Monitor front gate security guards’ duties and attendance.

      2. Be responsible for supervision of the security guards.

      3. Recommend security improvements and implement when approved.

      4. Recommend safety measures such as safe access to the beach and pool area and implement when approved.

      5. Be responsible for expenditures within its budget and seek Board approval for needed additional funds.


The Social Committee shall
     1. Plan social events throughout the year for relaxation and fun.

      2. Plan and provide for food, beverages, and entertainment as appropriate to the informal, formal, and special events the Social Committee organizes.

      3. Be responsible for expenditures within its budget and seek Board approval for needed additional funds.


ARTICLE SEVENTEEN  The President of the Board of Directors shall have the following attributions:


     1. Preside over the General Assembly meetings and the meetings of the Board of Directors.

     2. Be the executor of the decisions made by the General Assembly of Associates or the Board of Directors.

     3. Represent the Association to the extent of the faculties assigned to him/her herein and/or by the Assembly or the Board, dealing with any matters related to the Association. 

     4. In the execution of these duties, and at his/her discretion, delegate other members of the Board of Directors or other Associates to act as his/her representative

     5.  At his/her discretion, issue an emergency executive order without Board approval but restricted to the Associates’ security and welfare within the boundaries of Plaza del Mar Club Section.

     6. Report to the next General Assembly meeting any significant actions taken on behalf of the Association by the President or his/her delegate(s).


        ARTICLE EIGHTEEN  The Vice President of the Board of Directors shall have the following attributions:


     1.  Assume the duties of the President in his/her absence.

     2. Execute assignments as given by the President.

     3. Report to the next General Assembly meeting any significant actions taken on behalf of  the Association by the Vice-President or his/her delegate(s).


        ARTICLE NINETEEN  The Secretary of the Board of Directors shall have the following attributions:


     1. Be responsible for the recording of Minutes of the meetings of both the General Assembly and the Board of Directors, which Minutes shall include all issues discussed and all motions with counts of votes.

     2. Be responsible for the sending of a copy of the Minutes of meetings to all Associates by mail, fax, e-mail, or posting on the website after each meeting, and for providing translations of Minutes into Spanish when necessary.

     3. Be responsible for the maintaining of a log of motions made at meetings.

     4. Be responsible for maintaining the Master Address List of Associates, insuring a current record of each Associate’s Plaza del Mar Club Section address(es) and each Associate’s principle address, with telephone number(s) and e-mail address(es).


     ARTICLE TWENTY  The Treasurer of the Board of Directors shall have the following attributions:


     1. Have access to all Association income, expenses, and bank records.

     2. Issue an annual report of income and expenses and be responsible for having copies distributed to each Associate.  This report shall include monthly cash flows; monthly income and expenses; and any additional information, such as plans, variances and actuals, in an appropriate form.

     3. Prepare an Annual Budget in monthly increments to be updated quarterly; this Annual Budget shall be approved by the Board of Directors each October for distribution to each Associate.

     4. Authorize the normal payments of the Association, and also any payments agreed by the Board of Directors or the General Assembly. 

     5. Keep a record of all delinquent Associates, those who are sixty days or more in arrears in their payment of any Association fees, and request the Board of Directors to take action in such cases according to the remedies specified in these Bylaws and any other policies of the Association.

     6.  Recommend expenditures for the improvement of the Association.

     7. Recommend special assessments and increases or decreases in fees.

     8. Have an open ear to Associates’ requests for expenditures, report such requests to the Board of Directors, and respond to them.


                ARTICLE TWENTY-ONE  The absences of the President shall be replaced by the Vice president, and of the Vice President by the Secretary, and in the event of absence of the President, Vice President, and the Secretary the rest of the members  of the board shall appoint one of them as temporary President.

        When the absence of a voting member of the Board is definitive, i.e., he/she has missed more than three Board or General Assembly meetings in a row and has provided no convincing rationale for these absences and cannot guarantee that they will not recur, the Board shall appoint a substitute, who shall serve the remainder of the replaced Board member’s term.      

                ARTICLE TWENTY-ONE SUBSECTION  The election process for the membership of the Board of Directors shall be as follows:


     1. Sixty Days prior to the Annual Meeting, the Secretary of the Board of Directors shall send a Nomination Sheet to all Associates.  The Nomination Sheet shall indicate the term or terms of office on the Board that are to expire or shall be vacant for any other reason.   Associates shall be able to nominate themselves or some other Associate, including the incumbent, for the indicated position(s). Associates shall be required to return the Nominating Sheet by a specified date thirty days prior to the date set forth for the elections, which requirement, including address and dates, shall be indicated on the Nominating Sheet.  For all nominations, the Secretary, or designee, shall ascertain the nominees’ willingness to serve; no nominee who is unwilling to serve shall be listed on the ballot.

     2. Those nominated according to the process above shall be the candidates for the election held at the Annual General Assembly meeting.  However, a nomination may be made from the floor if, before the election is held, a motion to that effect is made and seconded and the vote is positive.

     3. The election shall be by secret ballot, ballots to be issued by the Secretary to each

Associate.  Ballots shall be issued, and received, one for each unit of property.

     4. Ballots shall count as one vote per house or condominium and one third (1/3) vote for each undeveloped lot.

     5. Balloting shall be either 1) in person at the Annual Meeting or 2) by absentee ballot.  To effect 2), the Secretary, within ten days after the date by which nominations were due, shall have issued an absentee ballot to all voting Associates with a stamped return envelope, any returned envelopes to remain sealed until the counting of ballots at the Annual Meeting, at which time they shall be opened and included in the count.  No Associate may send in an absentee ballot and also vote at the Annual Meeting; however, if an Associate chooses to vote at the Annual Meeting after having sent in an absentee ballot, the Associate may instruct the Secretary to invalidate his/her absentee ballot.

6. The Secretary shall receive the ballots and tally the totals, to be verified by someone

who is not an Associate. 

     7. In the event of a tie, a runoff election shall be held for only those candidates involved in

the tie.

     8. The results of the election shall be announced immediately after the election process

has been completed.  Normally, this shall take place at the Annual Meeting and be reflected in the Minutes of the meeting; in the event of runoff election(s), such shall be announced along with a timetable for completion and announcement of result(s).




ARTICLE TWENTY-TWO The members of the Board of Directors shall guarantee their handling [performance of their duties?] with a bond or deposit of ten (10) pesos each person.




        ARTICLE TWENTY-THREE The General Assembly meeting is the supreme body of the Association.  General Assembly meetings shall be Ordinary or Extraordinary.  The Ordinary meetings shall be held at least once within the first four months of each business year; extraordinary meetings may be called at any time by the Board of Directors.

     1.  The Ordinary meeting shall include

         a. Reports by the Board of Directors, the Manager, and the chairpersons of Operating


            b. A report by the Treasurer on the budget, expenses, and any investments for the

      following fiscal year. 

         c. Analysis, discussion, and approval or modification of the budget, expenses and investments for the following fiscal year. 

         d. Election or re-election of members of the Board of Directors to fill positions where the term of office has expired or there is a vacancy.

         e. Study and resolution of any other matter that is not in the competence of an Extraordinary meeting, and that, according to the Agenda or Order of the Day, will be presented by the Board of Directors; or any other matter that the meeting would like to discuss, without limitation, when the majority of the Associates are present.

     2.  The Extraordinary meeting shall have the faculty to make amendments, additions, and/or changes to the Bylaws; to dissolve and/or liquidate the Association; and to take up and act upon any other matter that is not in the competency of an Ordinary meeting, according to law.


                ARTICLE TWENTY-FOUR The system for conducting Ordinary and Extraordinary meetings shall be the following:

      1. Ordinary meetings shall be called  by the President of the Board of Directors or his/her designee, or by a special petition in writing signed by at least twenty-five per cent (25%) of Associates in good standing.  In the event of special petition, if the Board of Directors does not respond to it and call a meeting within sixty days of the submitting of the petition, such meeting may be called directly by the petitioners in accordance with the normal rules for calling Ordinary and Extraordinary meetings.

       2.  The President shall call both the Ordinary and the Extraordinary meetings in writing signed by him/her and by the Secretary of the Board of Directors.  Meetings shall be formal or informal.  For Formal meetings, in which actions taken shall have immediate effect, all Associates shall be notified of the meeting by certified mail, Notary Public, or in front of two witnesses or by any other means that can be officially authenticated.  Also, in accordance with Mexican Law the meeting agenda must be published in a Mexican newspaper at least fifteen days prior to the meeting.

          For Informal meetings, wherein it is to be understood that actions taken shall take effect only after ratification at a subsequent Formal meeting, all Associates shall be notified of the meeting in person or by regular mail, e-mail, telephone, posting on a website, or other reliable means.

        3.  A General Assembly meeting can take place without previous notice when all of the Associates are present or represented.  Decisions shall be taken by a majority of the votes.

        4.  When meetings take place the quorum shall be a simple majority of the Associates, the count for which shall include Associates attending in person or by proxy.  If a quorum is not present, a second notice may be issued and the meeting may take place with those present.  Both notices may be included in the same publication provided that after the Agenda or Order of the Day it is stated clearly that if the majority of Associates is not present on the date and time of the meeting referred to in the first notice, a second notice is understood as duly given for that same date half an hour after the time indicated in the first notice, whereupon the meeting shall be called and held with the attending Associates.

  5.  A President and a Secretary for the meeting shall be appointed by the Board of Directors; they will act as such at that meeting.

        6.  The President of the meeting shall appoint the Examiner (Scrutinizer), who shall record the proceedings.

        7.  Associates shall attend the meetings personally or by proxy. An Associate shall not represent more than two other Associates by proxy in any meeting. Joint tenants and tenants in common or partners in a single dwelling shall count as a single vote unless their ownership represents more than one vote.  Associates whose property represents 1/3 of a vote shall have their vote count as such. 

        8.  Once the meeting is declared open, the Associates being present are considered to be present even when they have to leave.

        9.  A simple majority of votes of the members of an Assembly is required for the Assembly to request the resignation of one or more of the Board officers or Board members.  New members of the Board shall be elected by a simple majority of votes of the Assembly to serve the remainder of any term so vacated.

      10.  Amendments or changes to these Bylaws or other policy or governing documents of the Association may be suggested by any Associate in writing to the Board of Directors, which will have authority to call a meeting for such purpose; or such a meeting may be called by means of special petition in writing signed by 25% of the Associates in good standing, in accordance with the rules for Ordinary or Extraordinary meetings.  If the Board of Directors does not respond to such special petition and call a meeting within sixty days of the submitting of the petition, such meeting may be called directly by the petitioners. 

ARTICLE TWENTY-FIVE  Decisions at meetings shall be taken by a simple majority of votes, with the following exception: A special majority of sixty-six percent (66%) shall be required to make amendments, additions and/or changes to the Bylaws or CC&Rs, or for the dissolution and/or liquidation of the Association.  A General Assembly meeting may take place without previous notice if a majority of Associates is present or is represented.


ARTICLE TWENTY-SIX  To be admitted at the General Assembly meetings Associates must be registered in the Book of Records that the Secretary of the Board of Directors shall keep.

ARTICLE TWENTY-SEVEN  Decisions at General Assembly meetings shall be taken according to these Bylaws and shall be enforceable for every Associate, whether present or absent.


ARTICLE TWENTY-EIGHT  Notice of General Assembly meetings shall be given according to Article Twenty-Four herein.



ARTICLE TWENTY-NINE  The Secretary of the Board of Directors shall be responsible for keeping a Minutes Book wherein all the motions and agreements voted upon by the General Assembly meetings of Associates and meetings of the Board of Directors are registered, which records shall be signed by the President and the Secretary.  All such approved motions and agreements, and  any other official document of the Association, shall be registered in Spanish.



ARTICLE THIRTY  Every year an inventory and a written financial report shall be made within three months after the end of the fiscal year, and shall be submitted to the Board of Directors by the Treasurer or Comisario at least one month prior to the General Assembly meeting that will discuss this matter, along with any other pertinent document and a general report of the activities of the Association. Such documents shall be available to the associates at least ten (10) days before the date of the meeting.


ARTICLE THIRTY FIRST  Any surplus funds shown in the annual report shall be destined to the purposes of the Association and held in the Reserve Fund.


ARTICLE THIRTY SECOND The fiscal year shall be from January 1st to December 31st of every year, with the exception of the first year, in which it shall be from the date of incorporation to December 31st of said year.


ARTICLE THIRTY THIRD  The patrimony (capital) of the Association shall consist of  goods; rights; securities; and any other asset that is received by contribution, donation, acquisition, gift, or contributions ordinary or extraordinary made by its members.




                ARTICLE THIRTY-FOUR The Association shall not be dissolved without the incorporation of a new one, and shall be dissolved only under the following provisions:

     1.  A decision by a General Assembly meeting of Associates.

     2.  Failure of the Association to perform in a manner sufficient to meet its goals and carry out its purposes.

     3.  A resolution issued by competent authority.

                ARTICLE THIRTY-FIVE  If dissolution of the Association is determined, liquidation shall take place.  Said liquidation shall be in the charge of a Committee of two liquidators, who shall follow the established legal rules or provisions for this matter, and shall have the faculties that the Association indicates.

                ARTICLE THIRTY-SIX  To perform the liquidation, the Committee of Liquidators shall proceed according to the following:

     1. Shall collect debt, and shall pay all costs, expenses, and debts that the Association might have, selling the necessary goods to cover the debts.

     2.  Shall divide the remaining assets of the Association among the Associates according to their contributions.


           ARTICLE THIRTY-SEVEN  All matters not provided by these Bylaws shall be resolved according to what is provided by the Civil Code of the State of Baja California; and for matters regarding the interpretation of, compliance with, and execution of these Bylaws, the CC&Rs, or any other document attached or referred to herein, the Associates expressly submit themselves to the jurisdiction and competency of the Courts of the domicile of the Association.





                ARTICLE TWO The Board of Directors  shall consist of the following persons and shall be in office in the position and for the time stated herein.

OFFICE                                 NAME                                                    TERM

PRESIDENT                                          George Woolverton                      2 YEARS

VICE PRESIDENT                                Jack Haeger                                      2 YEARS

TREASURER                                      Fernando Forno                              2 YEARS

SECRETARY                                      Enrique Colinas                                 2 YEARS

DIRECTOR                                            Enrique Macias                               3 YEARS

DIRECTOR                                            Gary Anderson                                2 YEARS

DIRECTOR                                            Ralph Amey                                     1 YEAR

                ARTICLE THREE  Fully eliminated.


                ARTICLE FOUR  In regard to any new constructions or modifications of constructions within the Club Section of the Plaza del Mar Development, the Associate owning the lot or building(s) on which construction is proposed must obtain written authorization from the Architectural Committee (see Chapter Eight, Article Nineteen of these Bylaws), submitting to the Rules of Design and all applicable provisions of these Bylaws and the CC&Rs.  This shall be in addition to, but not in conflict with, the authorizations or licenses needed for the construction of new structures or additions to existing structures and issued by the proper authorities.  Any construction in violation of this requirement shall be subject to sanctions according to the instrument herein, including removal of the same at the Associate’s cost.

        ARTICLE FIVE  The Board of Directors, under the faculties stated in Chapter Eight, Article Sixteen of this document, decide that the dues to be paid by the Associates owning Condominiums and houses within the Club Section shall be one hundred and twenty dollars ($120.00) U. S. currency or its equivalent in Mexican pesos at the time of making the payment.  These fees shall be used for the aims and purposes described in Chapter one, Article Two, according to the needs of the Association.  Furthermore, with authorization of the Board of Directors and/or the General Assembly fees may be changed from time to time.  For such purposes the following rules shall  apply:

    1. An Associate shall pay a third of the total fee for an empty lot, or for a house or condominium not finished until the house or condominium is finished.

     2. For purposes of this document, with the exception indicated in 5. below the definition of

a finished house or condominium shall be that the windows and doors of said unit are sealed,

and thus occupancy or non-occupancy by its owner shall not constitute a factor.                 

     3. A finished house or condominium unit built on one lot shall pay the full Association fee.

     4. A finished house or condominium unit built on  two lots shall pay the full Association fee

plus one third for the extra occupied lot, and for each additional lot another one third of the

full Association fee.

     5. Once construction of a house or condominium begins on a lot owned by an Associate, if the construction exceeds three hundred and sixty-five (365) days, the Associate shall pay the full Association fee from then on.

    6.  Each new Associate shall contribute an amount to be set forth by the Board of Directors to the legal fund, Northgate fund, Water Meter Fund or any other one-time permanent fee via the Purchaserґs Agreement (Exhibit “D” of CC&Rs or Protections).  He/she may choose to pay in full at the time of purchase or in installments over six months.