Bylaws of the

Kula Kai View Estates Community Association

Article I

SECTION 1. Name. The name of the corporation is the Kula Kai View Estates Community Association hereinafter for convenience called the “Corporation.”

SECTION 2. Principle Office. The Principle office of the corporation shall be maintained at Star Route 6376, Captain Cook, Hawaii, or at such other place as the board of directors from time to time shall determine.

SECTION 3. Place of Meetings. All meetings of the members and of the board of directors shall be held at the principal office of the corporation or at such other place as is stated in the call for the meeting.

SECTION 4. Seal. The seal of the corporation shall be in such form and shall bear the name of the corporation and such other words, devices, and inscriptions as the board of directors, from time to time, shall prescribe.

SECTION 5. Fiscal Year. The fiscal year of the corporation shall be such as may from time to time be established by the board of directors.

Article II

SECTION 6. Eligibility, Admission, Effective Date. Every owner of a lot within the subdivision known as Kula Kai View Estates, in the Kau District, County and State of Hawaii, which property is more particularly described in that certain deed dated October 23, 1968, and recorded in the Bureau of Conveyances of the State of Hawaii in Book 6274, on Page 235 which property has been subdivided and shown on File Plans hereafter to be filed said Bureau, shall be a member of the Association. The term “owner” as used in these bylaws shall include a vendee under valid contract of sale and shall mean the singular or plural member, individuals, trustees or corporations, and each of their respective successors, executors, administrators, and permitted assigns. No such owner, whether one or more individuals, trustees or corporations shall be eligible for more than one (1) membership per each lot. (“Lot” as used herein and in these bylaws means each separate parcel shown as a lot on File Plan or Plans which may hereafter be filed in the Bureau of Conveyances of the State of Hawaii and covering all or any part of the land described in that certain deed dated October 28, 1968 and recorded in said Bureau in book 6274, on Page 35, save and except only such lot which is or may be designated as a roadway lot on any such File Plan. If there is more than one owner of a lot, they may designate in whose name the membership will be held, but upon their failure to do so, any one of them may be designated as the member.) Each such owner shall be admitted to membership by the entry of his name upon the membership roll of the corporation and no other or further formality shall be required to constitute any such owner a member. The effective date of each and every owner shall be the date of the instrument, act or occurrence by which such person becomes an owner of a lot.

SECTION 2. Expulsion, Withdrawal, Transfer. No membership shall be terminated or forfeited nor member be expelled, except upon sale of his lot; provided, however, that upon execution and delivery of a valid contract of sale of any lot, the vendor’s membership, including voting rights adhering thereto, shall be considered as having been temporarily transferred to the vendee, such transfer becoming permanent upon subsequent delivery of a deed in compliance with said contract of any member transfer or otherwise dispose of his membership, except upon lawful conveyance (including contract of sale as aforesaid) of his lot.

Article III

SECTION 1. Annual Meeting. The annual meeting of the members of the corporation shall be held at date and time as set by the president. At the annual meeting the President, Treasurer, and Standing Committee Chairmen shall make their annual reports to the members, the members shall elect the members of the board of directors and may transect any general business which may be brought up before the meeting.

SECTION 2. Regular Meetings. Regular meetings of the members of the corporation shall be held at such times as the board of directors shall determine annually in advance.

SECTION 3. Special Meetings. Special meetings of the members of the corporation may be held at any time upon the call of the President, or upon the call of a majority of the board of directors, or upon a petition of any twenty (20) members in good standing who present to the President or the board of directors a request for such meeting, giving the necessity or specific reason for calling a special meeting.

SECTION 4. Notice of Meeting. A written or printed notice of every meeting of the members, stating whether it is an annual, regular, or special meeting, the authority for the call of the meeting, the place, day, and hour thereof and the purpose therefore shall be given by the Secretary or by the person or persons calling the meeting, at least ten (10) but not more than sixty (60) days before the date set for such meeting. Such notice shall be given to each member in any of the following ways: (A) By leaving the same with him personally, (B) By leaving the same at the residence or usual place of business of such member, or (C) By mailing it, postage prepaid, addressed to such member at his address as it appears on the membership roll of the corporation. If notice is given pursuant to the provisions of this section, the failure of any member to receive actual notice of meeting shall in no way invalidate that meeting or any proceedings threat.

SECTION 5. Notice Unnecessary. The presence of all members, in person or by proxy, at any meeting shall render the same a valid meeting, unless any member shall at the opening of said meeting object to the holding of the same for non-compliance with the provisions of Section 4, immediately above. Any meeting so held without objection shall, notwithstanding the fact that no notice of meeting was given or that the notice given or that the notice given was improper, be valid for all purposes and at such meeting any general business may be transacted.

SECTION 6. Quorum. At any meeting of the members of which proper notice has been given, fifty percent (50%) or more of the members of the corporation, present in person or by proxy, shall constitute a quorum, and the concurring vote of a majority of the members constituting a quorum shall be valid and binding upon the corporation, except as otherwise provided by law or by these Bylaws or by the Charter of the corporation. At any meeting of which proper notice has not been given, the presence of all of said members, in person or by proxy, shall b e required to constitute a quorum.

SECTION 7. Voting. At every meeting of the members of the corporation, each member in good standing shall be entitled to vote in person or by proxy (appointed by instrument in writing, executed by such member or his authorized attorney-in-fact and filed with the Secretary). Each member shall be entitled to one vote per lot.

SECTION 8. Adjournment. Any meeting of the members of the corporation, whether annual, regular or special, may be adjourned from time to time, whether a quorum be present or not, without notice other than the announcement at the meeting. Such adjournment may be to such time and to such place as shall be determined by a majority vote of the members present; provided, however, that if any meeting cannot be held because a quorum is not present, the members present, in person or by proxy, may adjourn the meeting to a time not less than 48 hours nor more than 30 days from the time of the original meeting was called, at which adjourned meeting the quorum requirement shall be twenty-five percent (25%) or more of the members of the corporation, present in person or by proxy. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted by a quorum at the original meeting as originally called.

Article IV

BOARD OF DIRECTORS

SECTION 1. Number. There shall be a board of directors of the corporation of not less than five (5) nor more than seven (7) members, as may from time to time be determined by the members of the corporation. Until the members of the corporation shall otherwise determine, the board of directors shall consist of five (5) members. Directors must be members of the corporation.

SECTION 2. Election and Terms. The directors shall be elected at the annual meetings by the members of the corporation, and shall, unless sooner removed as provided in these bylaws, hold office until their successors shall be duly elected. Nominations for the directors to be elected shall be made by any member in good standing writing to the Secretary of the corporation nominating his desired candidate. Said nomination shall be made on or before the first day of January of the year in which the election is to occur. In the notice of the meeting, the Secretary shall list the names of all such nominees. Nominees receiving the highest number of votes shall be declared elected as members of the board of directors and the Secretary of the corporation shall certify the election of such directors. No directors shall be related to any other officer in the corporation or hold any other corporate office.

SECTION 3. Annual Meeting. The annual meeting of the board of directors of the corporation shall be held at the place of each annual meeting of the members and immediately following such meeting. At the annual meeting the directors shall appoint the officers of the corporation for the following year, may transact any general business which may be brought before the meeting and may take any corporate action.

SECTION 4. Regular Meeting. The board of directors may establish regular meetings to be held at such places and at such times as it may from time to time by vote determine, and when any such meeting or meetings shall be so determined no further notice thereof shall be required.

SECTION 5. Special Meetings. Special meetings of the board of directors may be called at any time by the President or by a majority of directors.

SECTION 6. Notice. A written notice of each special meeting of the directors of the corporation, stating the authority for the call of the meeting and the place, day and hour thereof, shall be given to each director by the persons calling the meeting at least three (3) days before the date set for such meeting. If notice is given pursuant to the provisions of this section, the failure of any director to receive actual notice of meeting shall in no way invalidate the meeting or any proceedings thereat. The presence of any director at any meeting shall be equivalent of a waiver of the requirement of giving notice of the meeting so such director.

SECTION 7. Quorum. A majority of the total number of directors to which the board is entitled shall constitute a quorum to transact business. To be valid, any act or business must receive the approval of the majority of such quorum. A vacancy or vacancies in the membership of the board shall not affect the validity of any action of the board, provided there is present at the meeting a quorum of all members to which the board is entitled.

SECTION 8. Actions Authorized Without Meeting. Any action which the board of directors may lawfully take at any meeting properly called and held may also be taken by action of all the individual directors by their written assent thereto. Any action so taken shall be valid and effective from and after the filing with the Secretary or with an Assistant Secretary of a written minute or other instrument, signed by all of the directors, evidencing the action.

SECTION 9. Powers. Subject to any limitations which may be set forth in the Charter of Incorporation or in these bylaws, the board of directors shall have full power to control and direct the business and affairs of the corporation and to do and provide for any and every lawful act, whether in the ordinary course of the business of the corporation or otherwise.

SECTION 10. Removal. Any director may be removed from office by the concurring vote of three-fourths (3/4) of the members of the corporation present at any meeting duly called and held for such purpose.

SECTION 11. Vacancies. If any vacancy occurs in the board of directors, the remaining members of the board by an affirmative vote of a majority of them may elect a successor to serve until the next annual meeting of the members of the corporation or until a successor shall be duly elected or appointed.

SECTION 12. Compensation of Directors. Members of the board of directors shall receive no compensation for their services as directors, but they may be reimbursed for actual expenses incurred.

Article V

OFFICERS

SECTION 1. Appointment and Term. The officers of the corporation shall be President, one or more Vice Presidents, a Treasurer, and a Secretary. Each of the officers shall be appointed at the annual meeting of the board of directors and shall hold office until the next annual meeting or until a successor shall be duly appointed and qualified. One person may hold more than one office. Officers need not be members of the corporation. If a vacancy occurs in any office, the board of directors shall appoint a successor to fill such vacancy for the remainder of the term.

SECTION 2. Subordinate Officers and Agents. The board of directors may appoint or employ such subordinate officers, including Assistant Treasurer and Assistant Secretaries, agents, and employees as may be deemed proper, who shall hold their positions at the pleasure of the board of directors and who shall have such powers and duties as may be assigned to them by the board of directors. The authority to employ agents and employees and fix their powers and duties may be delegated by the board of directors.

SECTION 3. Salaries. The salaries and compensation, if any, of all officers, agents, and employees, shall be determined by the board of directors. The authority to fix the salary and compensation of agents and employees may not be delegated.

SECTION 4. Bonds. Any officers may be required by the board of directors to give a surety company bond for the faithful discharge of his duties in such sum as the board of directors may require. Costs of bond shall be charged to community facilities fund.

Article VI

PRESIDENT

SECTION 1. Powers and Duties. The President when present shall preside at all meetings of the members of the corporation and of the board of directors. Subject to the control of the board of directors he shall be the chief executive officer of the corporation, shall exercise general supervision and direction over the management and conduct of the business and affairs of the corporation and shall have the right to inspect at all times any and all of the records, accounts and property of the corporation. He shall also have such other powers and duties as are given to him elsewhere by law or in these bylaws and as may be assigned to him from time to time by the board of directors.

Article VII

VICE PRESIDENT

SECTION 1. Powers and Duties. The Vice President (or Vice Presidents, in order of priority of appointment) shall assume and perform the duties of the President in the absence of disability of the President or whenever the office of President is vacant. Each Vice President shall have such other powers and duties as may be given to him by law or in these bylaws and as may be assigned to him from time to time by the board of directors.

Article VIII

TREASURER

SECTION 1. Powers and Duties. The Treasurer shall receive all moneys belonging to the corporation and deposit the same in a reliable bank. He shall pay out money only as approved by the President or as directed by the board of directors. He shall account for all funds and disbursements at such time and in such manner as the board of directors may specify, and shall render a report of all receipts and disbursements at annual meetings. He shall also have the powers and perform the duties customarily incidental to the office and such other powers and duties as may be given elsewhere in these bylaws or as may be assigned from time to time by the board of directors.

Article IX

SECRETARY

SECTION 1. Powers and Duties. The Secretary shall attend and keep the minutes of all meetings of the members of the corporation and of the board of directors and of any committee, in books provided for that purpose. He shall give all notices provided by these bylaws and shall have such other powers and duties as may be incidental to the office of Secretary or elsewhere given to him by law or in these bylaws and as may be assigned to him from time to time by the board of directors.

Article X

AUDITOR

SECTION 1. Election. The members of the corporation may at any annual meeting, or at any special meeting called for that purpose, appoint some person, firm or corporation engaged in the business of auditing to act as Auditor of the corporation.

SECTION 2. Disqualification. No director, officer or member shall be eligible to serve as auditor of the corporation.

SECTION 3. Duties. The Auditor shall, as often as is required by the director, examine the books and papers of the corporation and compare the statements of the Treasurer with the books and vouchers of the corporation, and otherwise make a complete audit of the books of the corporation, and thereafter make appropriate reports to the directors, who shall within thirty (30) days of the completion of such audit make a copy thereof available to each member.

Article XI

REMOVALS, VACANCIES, AND ABSENCES

SECTION 1. Removals. The board of directors may at any time remove from office or discharge from employment any officer, subordinate officer, agent or employee appointed by it or by any person under authority delegated by it, except so far as such removal would be contrary to law.

SECTION 2. Absence of Treasurer or Secretary. In the absence of the Treasurer or in his inability to act, or if that office is vacant, the duties thereof shall be performed by the Assistant Treasurer as may have been designated by the board of directors, otherwise by the Secretary. In the absence of the Secretary or his inability to act, or if that office is vacant, the duties thereof shall be performed by such Assistant Secretary as may have been designated by the board of directors, otherwise by the Treasurer.

Article XII

EXECUTION OF INSTRUMENTS

SECTION 1. Authorized Signatures. All checks, draft, notes, bonds, acceptances, deeds, leases, contracts, and all other instruments shall be signed by such person or persons as shall be provided by general or special resolution of the board of directors, and in the absence of any such general or special resolution applicable to any such instruments, then such instrument shall be signed by the President and by the Treasurer or Secretary.

Article XIII

LIABILITY OF OFFICERS AND DIRECTORS

SECTION 1. Exculpation. Each director of officer shall be free from all personal liability for any acts done on behalf of the corporation or and losses incurred of sustained by the corporation unless the same have occurred through his willful negligence or willful misconduct.

SECTION 2. Indemnification. Every director or officer shall be indemnified by the corporation against all reasonable costs, expenses and liabilities (including counsel fees) actually and necessarily incurred by or imposed upon him all connection with or resulting from any claim, action, suit, proceeding, investigation or inquiry of whatever nature in which he may be involved as a party or otherwise by reason of his being or having been a director or officer of the corporation, whether or not he continues to be such director or officer of the corporation at the time of the incurring or imposition of such costs, expenses of liabilities, except in relation to matters as to which he shall be finally adjudged in such action, suit, proceeding, investigation or inquiry to be liable for willful misconduct, willful neglect or negligence toward the corporation in the performance of his duties as such director or officer. As to whether or not a director or officer was liable by reason of willful misconduct, willful neglect or negligence toward the corporation in the performance of his duties as such director or officer, in the absence of such final adjudication of the existence of such liability, the board of directors and each director and officer may conclusively rely upon an opinion of legal counsel selected by or in the manner designated by the board of directors. The foregoing right to indemnification, shall be in addition to and not in limitation of all other rights to which such person may be entitled as a matter of law, and shall inure to the benefit of the legal representatives of such person.

Article XIV

RULES AND REGULATION

SECTION 1. Adoption. The board of directors may from time make such rules and regulations concerning the use of the facilities of the corporation as it deems necessary or advisable, including the manner of the use of such facilities by guest of members or of the corporation.

SECTION 2. Promulgation. The Secretary shall mail a true and correct copy of all rules and regulations, or amendments, thereto, to each member of the corporation as appears on the membership roll of the corporation at his last known address, and shall enter upon the records of the corporation his certificate of such mailing.

SECTION 3. Effective Date. Any such rule, regulation or amendment thereto, adopted by the board of directors shall be effective commencing at 12:01 A.M. on the fifty (5^th) day following the date of such mailing, unless the board of directors, in adopting the same, shall specify some other effective date.

SECTION 4. Advisory Committee. The President, with the approval of the board of directors, may appoint a committee of members to prepare drafts of such rules and regulations, to suggest amendments thereto, and generally to advise the board of directors in regard to the use of the facilities of the corporation.

Article XV

ASSESSMENTS AND CHARGES

SECTION 1. Regular Annual Assessments. One of the primary purposes and objects of the corporation shall be to establish a suitable and equitable assessment program to ensure the adequate and continued maintenance of community facilities, including roadways, within the Kula Kai View Estates subdivision. In furtherance of such purposes, a scale of assessments shall be fixed by the board of directors on a budgetary basis so that sufficient revenue shall be derived therefrom to enable the corporation to accomplish its general purposes and to enable it to maintain all roadways within the subdivision in good condition and repair and in accordance with those reasonable standards as may be lawfully required by the Planning Commission of the County of Hawaii, State of Hawaii or such other governmental body empowered by law to establish any such lawful requirements. The amount of any annual assessments shall be determined by the board before the annual meeting of the members of the corporation and each member of the corporation shall be notified of the amount and effective date of such assessment.

SECTION 2. Special Assessments. If at any time the board of directors shall find or anticipate that the funds of the corporation are or will be insufficient to reasonably enable the corporation to accomplish its purposes and objectives, the board may, at any regular or special meeting thereof, levy other and further assessments against the members of the corporation as it determines are necessary or desirable. Upon the determination of any such special assessment, the Secretary shall notify each member of the corporation and each member of the corporation shall be notified of the amount and effective date of such assessment.

SECTION 3. Reserve Fund. In determining the amount of any annual or special assessment, the board of directors shall consider the necessity and advisability of establishing a reserve fund for emergency or extraordinary expenses or for the eventual construction and maintenance of the roadways to such a standard and condition that they may be dedicated to the County or State of Hawaii, whichever is legally appropriate, and the board shall have the power to reasonably and equitably establish such a reserve fund.

SECTION 4. Veto of Assessments. If at any time the board of directors either (a) increases the last prior regular annual assessment by more than ten percent (10%) or (b) declares any special assessment, the members, by an affirmative vote of majority of the entire membership of the corporation may veto such increase or special assessment at special meeting duly called for that purpose. Votes may be cast either in person or by proxy. Unless such meeting is called within sixty days of the notice of assessments, the assessments as declared by the board shall be effective as of the date originally announced.

SECTION 5. Approval of Members for Assessments Which Relate to Community Facilities Other Than Road Maintenance. Anything in these bylaws to the contrary notwithstanding, if at any time the board of directors establishes and declares an assessment, or portion thereof, which relates to community facilities other than road maintenance, such assessment shall not be effective unless and until the members approve and ratify the same by an affirmative vote of not less than sixty percent (60%) of the entire membership of the corporation. Votes may be cast either in person or by proxy.

SECTION 6. Payment of Assessments, Delinquency. Every assessment, whether annual or special, shall be borne by the members pro-rata: that is, each member will be required to pay amount that is equal to the quotient of the total amount of the assessment as determined by the board of divided by the total number of lots within the Kula Kai View Estates subdivision as of the effective date of such assessments shall be due and payable not later than thirty (30) days after its effective date. Late penalty in the amount of one ($1.00) dollar per month per lot will be charged against any lot on which regular assessments have not been paid as provided in these bylaws and continue until all dues and related charges have been paid in full. This late penalty shall be in addition to any other remedy for non-payment of assessments as set out in these bylaws.

SECTION 7. Lien. Each assessment shall constitute a lien upon each lot against which it is imposed and such lien may be foreclosed by the corporation in the same manner as a real estate mortgage may be foreclosed, as set forth in Chapter 667, Revised Laws of Hawaii, as the same is now or may hereafter be amended; provided that no action shall be brought to foreclose such lien unless ninety days (90) written notice thereof shall be mailed to the delinquent member. Such lien shall be prior to all other liens, except (i) liens for taxes and assessments lawfully imposed by governmental authority against such lot and (ii) all sums unpaid on mortgages of record. Notwithstanding the foregoing right of the corporation to foreclose on any such lien, the corporation may, as its sole option, elect to sue to recover money judgment for any unpaid assessments and such suit may be maintained without foreclosing or waiving the lien. If suit is brought, whether for foreclosure or money judgment, the member shall be responsible for all cost thereof, including reasonable attorney’s fees.

Article XVI

AMENDMENTS TO BY-LAWS

SECTION 1. Procedure. These bylaws may be altered, amended, added to or repealed by an affirmative vote of not less than two-thirds (2/3rds) of the members of the corporation present, in person or by proxy, at any meeting duly called and held if notice of the proposed amendments shall have been given in the call for such meeting.

CERTIFICATE

Pursuant to the Art XIV, Sec 2, By-Laws, Kula Kai View Estates Community Association, I certify that a copy of KKVECA By-Laws, Corporate Charter and Declaration of Covenants were mailed to all members of record on this 31^st day of January, 1991.

(Signed)

__________________________________________________

Karl S. Patton, President