Proposed Governing Document Revision Updated April, 2011

Agenda 1.Reasons for Governing Document Revision 2.Structure of Governing Documents 3.Summary of Proposed Revisions 4.Approval Process 31 January 2011Woodmoor Governing Docs2

Part 1: Reasons for Governing Document Revision 31 January 2011Woodmoor Governing Docs

Legal Review of In February, 2009, the WIA Board asked WIA’s law firm, HindmanSanchez P.C., to perform an audit of Woodmoor’s governing documents. In February, 2009, the WIA Board asked WIA’s law firm, HindmanSanchez P.C., to perform an audit of Woodmoor’s governing documents. The Legal Audit Report was delivered in May, 2009, with detailed recommendations for changes to the documents. The Legal Audit Report was delivered in May, 2009, with detailed recommendations for changes to the documents. In June, 2009, Legal Audit and Covenant Advisory Committees were appointed to review the report and recommend specific changes. In June, 2009, Legal Audit and Covenant Advisory Committees were appointed to review the report and recommend specific changes. In July, 2010, the Legal Audit Committee’s report with recommended changes was delivered to the WIA Board. In July, 2010, the Legal Audit Committee’s report with recommended changes was delivered to the WIA Board. 31 January 2011Woodmoor Governing Docs4

Primary Legal Reasons for Revisions Documents have no limitation of liability allowed by state law, nor any indemnification clause. Documents have no limitation of liability allowed by state law, nor any indemnification clause. Documents do not comply with current laws vis-à-vis: Documents do not comply with current laws vis-à-vis: Registered Agent Registered Agent Provisions for owners calling special meetings Provisions for owners calling special meetings Provisions for owners approving changes to governing documents Provisions for owners approving changes to governing documents Requirements for notice of meetings Requirements for notice of meetings Requirements for audit and document retention Requirements for audit and document retention Dissolution provision Dissolution provision 31 January 2011Woodmoor Governing Docs5

Other Benefits to Revising Documents Now Increase flexibility Increase flexibility For example, documents state annual meeting must be held on last Monday of January instead of allowing board to set a date in January. For example, documents state annual meeting must be held on last Monday of January instead of allowing board to set a date in January. Simplification Simplification For example: Combine 3 Declaration documents into one For example: Combine 3 Declaration documents into one Clarification Clarification For example: Eliminate conflicts between Articles and By-Laws For example: Eliminate conflicts between Articles and By-Laws Remove legal language no longer needed Remove legal language no longer needed For example, provisions covering Woodmoor’s first 5 years of incorporation. For example, provisions covering Woodmoor’s first 5 years of incorporation. 31 January 2011Woodmoor Governing Docs6

Part 2: Structure of Governing Documents 31 January 2011Woodmoor Governing Docs

Woodmoor’s Hierarchy of Governing Documents 1.Declaration of Covenants - Describes organization of and covenants for Woodmoor Separate ones for: North Woodmoor, South Woodmoor, Woodmoor Placer (Commercial), Placer Tract A (YMCA) Separate ones for: North Woodmoor, South Woodmoor, Woodmoor Placer (Commercial), Placer Tract A (YMCA) Changes require 75% of ALL Owners (now 2/3 per state law) Changes require 75% of ALL Owners (now 2/3 per state law) 2.Articles of Incorporation – Describes the Woodmoor Improvement Association Changes require 75% of voting owners Changes require 75% of voting owners 3.By-Laws – Details on management of WIA and Woodmoor Changes require majority of voting owners Changes require majority of voting owners 4.Policies, Procedures, Rules and Regulations (a.k.a. “R&Rs”) Includes main R&R (Parts 1-4); Part 5 (Design Standards Manual); and Design Standards Manual for Multi-Family Developments Includes main R&R (Parts 1-4); Part 5 (Design Standards Manual); and Design Standards Manual for Multi-Family Developments Changes require majority vote of WIA Board of Directors Changes require majority vote of WIA Board of Directors 21 April 2011Woodmoor Governing Docs8

History 1971 – Articles of Incorporation, Declarations of Covenants, and By-Laws were established for North and South Woodmoor 1971 – Articles of Incorporation, Declarations of Covenants, and By-Laws were established for North and South Woodmoor 1973 – Declarations of Covenants established for Woodmoor Placer 1973 – Declarations of Covenants established for Woodmoor Placer 1995 – By-Laws Amended 1995 – By-Laws Amended 1998 – Annual dues increased by 2/3 vote in order to bring Woodmoor Public Safety into Woodmoor Improvement Association. No documents were changed – Annual dues increased by 2/3 vote in order to bring Woodmoor Public Safety into Woodmoor Improvement Association. No documents were changed. No changes to Declarations or Articles since April 2011Woodmoor Governing Docs9

Part 3: Summary of Proposed Revisions 31 January 2011Woodmoor Governing Docs

Proposed Covenant Revisions (1 of 2) Combine North Woodmoor, South Woodmoor and South Woodmoor Placer covenants into one, given that they are nearly identical Combine North Woodmoor, South Woodmoor and South Woodmoor Placer covenants into one, given that they are nearly identical Differences have to do with set-backs; those differences will be maintained in the combined document. Differences have to do with set-backs; those differences will be maintained in the combined document. Placer Tract A (YMCA) remains separate. Placer Tract A (YMCA) remains separate. Revised defined terms for consistency (removed “declarant”, added “ACC” and “Board”. Revised defined terms for consistency (removed “declarant”, added “ACC” and “Board”. Removed obsolete references to multiple classes of ownership. Removed obsolete references to multiple classes of ownership. Simplified “Purpose of assessment” in response to suggestion of past board members. Simplified “Purpose of assessment” in response to suggestion of past board members. 31 January 2011Woodmoor Governing Docs11

Proposed Covenant Revisions (2 of 2) Simplified clause restricting businesses in Woodmoor residences (no longer provides examples) at recommendation of ACC members. Simplified clause restricting businesses in Woodmoor residences (no longer provides examples) at recommendation of ACC members. Removed reference to outside antennas as no longer legally enforceable. Removed reference to outside antennas as no longer legally enforceable. Removed language specific to Woodmoor’s first 20 years of incorporation. Removed language specific to Woodmoor’s first 20 years of incorporation. Removed language regarding FHA/VA as no longer required by law. Removed language regarding FHA/VA as no longer required by law. Simplified language around annexation of new land to map to current laws (still requires consent of 2/3 rd of owners) Simplified language around annexation of new land to map to current laws (still requires consent of 2/3 rd of owners) Changed 75% supermajorities to 2/3 per state law. Changed 75% supermajorities to 2/3 per state law. NO change was made to limits on the amounts fees may be raised (3% per year) or the interest rate that may be charged on late payments (8%). NO change was made to limits on the amounts fees may be raised (3% per year) or the interest rate that may be charged on late payments (8%). 31 January 2011Woodmoor Governing Docs12

Proposed Articles Revisions Many sections rewritten at suggestion of WIA law firm to match the same legal template they suggest for new HOAs. Many sections rewritten at suggestion of WIA law firm to match the same legal template they suggest for new HOAs. Benefit: fully comply with current laws Benefit: fully comply with current laws Benefit: provide WIA and Woodmoor owners with all legal protections allowed by current laws Benefit: provide WIA and Woodmoor owners with all legal protections allowed by current laws Use consistent definitions, especially of Lot Owners Use consistent definitions, especially of Lot Owners Change supermajority required to make changes to 2/3 to be consistent with Declarations. Change supermajority required to make changes to 2/3 to be consistent with Declarations. Now explicitly permits the hiring of a HOA manager for WIA, per state law Now explicitly permits the hiring of a HOA manager for WIA, per state law 21 April 2011Woodmoor Governing Docs13

Proposed By-Laws Revisions (1 of 2) Clarify definition of terms used in document Clarify definition of terms used in document Allow date of annual January meeting to be set by Board Allow date of annual January meeting to be set by Board Currently mandated as last Monday of month. Currently mandated as last Monday of month. Changes to comply with state law: Changes to comply with state law: Notice periods Notice periods Voting language Voting language Removed language that applied to the first 20 years of Woodmoor Removed language that applied to the first 20 years of Woodmoor Replaced vague language regarding removal of board members Replaced vague language regarding removal of board members Clear requirements for board members to attend meetings Clear requirements for board members to attend meetings Clear procedures for removal and replacement of board members Clear procedures for removal and replacement of board members 21 April 2011Woodmoor Governing Docs14

Proposed By-Laws Revisions (2 of 2) Indemnification clauses added (per WIA law firm). Indemnification clauses added (per WIA law firm). Anti-discrimination clause added. Anti-discrimination clause added. Added language describing how motions can be passed for emergency situations between meetings. Added language describing how motions can be passed for emergency situations between meetings. Clarified WIA powers with regard to owners who are not in compliance with WIA rules (now matches state law). Clarified WIA powers with regard to owners who are not in compliance with WIA rules (now matches state law). Added language reflecting legal requirements for auditability and retention of documents. Added language reflecting legal requirements for auditability and retention of documents. Removed language redundant with the Declaration document. Removed language redundant with the Declaration document. Clarified ambiguous text regarding election procedures. Clarified ambiguous text regarding election procedures. 31 January 2011Woodmoor Governing Docs15

Part 4: Approval Process 31 January 2011Woodmoor Governing Docs

Obtaining Woodmoor Approval for Proposal January 31, 2011: Proposal presented at annual meeting with details posted on Woodmoor.org. January 31, 2011: Proposal presented at annual meeting with details posted on Woodmoor.org. April, 2011: Proposal details and ballots sent to all Woodmoor owners with May 31 deadline for return. April, 2011: Proposal details and ballots sent to all Woodmoor owners with May 31 deadline for return. Balloting details: Balloting details: Separate votes required for the three levels of documents Separate votes required for the three levels of documents All votes can be submitted in single envelop, via mail or drop off at WIA office. All votes can be submitted in single envelop, via mail or drop off at WIA office. June, 2011: If insufficient ballots received, WIA board will discuss options for obtaining approval at open board meeting. June, 2011: If insufficient ballots received, WIA board will discuss options for obtaining approval at open board meeting. 21 April 2011Woodmoor Governing Docs17

Questions? 31 January 2011Woodmoor Governing Docs