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HomeMy WebLinkAboutCT 97-16; Kelly Ranch; Tentative Map (CT) (5)CITY OF CARLSBAD LAND USE REVIEW APPLICATION 1) APPLICATIONS APPLIED FOR: (C fj Administrative Permit - 2nd Dwelling Unit Q Administrative Variance [X] Coastal Development Permit [~| Conditional Use Permit Q Condominium Permit [X] Environmental Impact Assessment [xl General Plan Amendment [X] Hillside Development Permit [Xl Local Coastal Plan Amendment R£] Master Plan Q Non-Residential Planned Development |~1 Planned Development Permit HECK BOXES) (FOR DEPARTMENT USE ONLY) 77 -Y3 <?7~07 7-7-77 17-01 nHCe^ I j Planned Industrial Permit (_] Planning Commission Determination O Precise Development Plan [~| Redevelopment Permit O Site Development Plan I | Special Use Permit |~| Specific Plan S n Tcntotivo Parcel Map S Obtain from Engineering Department 10 Tentative Tract Map(MASTER) s \ 1 Variance JX] Zone Change [X] List other applications not specif led Local Facilitie (FOR DEPARTMENT USE ONLY) ?7-/6 f7^7 §CA^s METiagement 2) 3) 4) ASSESSOR PARCEL NO(S).: PROJECT NAME: 208-020-^rand 38 Plan Amendment- Kelly Ranch BRIEF DESCRIPTION OF PROJECT:General Plan Amendment.Master TM, .Zone Change, HDP Coastal Development Permit, LFMP-Amendment 5) OWNER NAME (Print or Type) Kelly Land Company, a Deleware Corp. MAILING ADDRESS 2011 Palomar Airport Road, Suite 206 CITY AND STATE ZIP TELEPHONE Carlsbad, CA 92009 931-1190 1 CERTIFY THATtxAM THE LEGAL OWNER AND THAT ALL THE ABOVE -JtlFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KNSWbEDGE. ^n \ \ AV V ^ l/v 8/25/97 SIGNATURE D.L- Clemens DATE 6) APPLICANT NAME (Print or Type) Kelly Land Company* a Deleware Corp. MAILING ADDRESS 2011 Palomar Airport Road, Suite 206 CITY AND STATE ZIP TELEPHONE Carlsbad, CA 92009 931-1190 i CERTIFY THA<TAM THE LEGAL REPRESENTATIVE OF THE "~OWt^ER AND/THAT ALL THE ABOVE INFORMATION IS TRUE AND <COeB&CT TO THE BEST OF MY KNOWLEDGE.~^=' r \ ,1 \( y^ jfV^> 8/25/97 SIGNATURE D • L • Clemens DATE 7) BRIEF LEGAL DESCRIPTION A portion of LOt according to Map M T M O O 7 and "F" of Rancho Agua Hedionda NOTE: A PROPOSED PROJECT REQUIRING MULTIPLE APPLICATIONS BE FILED, MUST BE SUBMITTED PRIOR TO 3:30 P.M. A PROPOSED PROJECT REQUIRINGsQNLY ONE APPLICATION BE FILED, MUST BE SUBMITTED PRIOR TO 4:00 P.M. Form 16 PAGE 1 OF 2 8)LOCATION OF PROJECT: ON THE BETWEEN * •El Camino Real and Future Cannon Road South STREET ADDRESS SIDE OF El Camino Real (NORTH, SOUTH, EAST, WEST)(NAME OF STREET) Future Cannon AND Can-iinn R ft a 1 (NAME OF STREET)(NAME OF STREET) 9) LOCAL FACILITIES MANAGEMENT ZONE 10) PROPOSED NUMBER OF LOTS 13) TYPE OF SUBDIVISION 1 6) PERCENTAGE OF PROPOSED PROJECT IN OPEN SPACE 1 9) GROSS SITE ACREAGE 22) EXISTING ZONING 11) NUMBER OF EXISTING RESIDENTIAL UNITS 14) PROPOSED IND OFFICE/ SQUARE FOOTAGE 17) PROPOSED INCREASE IN ADT 174 20) EXISTING GENERAL PLAN K R IY1H , 1 - M 23) PROPOSED ZONING 12) PROPOSED NUMBER OF RESIDENTIAL UNITS 15) PROPOSED COMM SQUARE FOOTAGE 18) PROPOSED SEWER USAGE IN EDU PROPOSED GENERAL PLAN DESIGNATION 24) IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNJNG COMMISSIONERS, DESIGN REVIEW BOARD MEMEBERS OR CITY COUNCIL MEMBERS TO INSPEC/AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION. I/WE CONSENT ENTRY/FOR THIS PURPOSE FOR CITY USE ONLY FEE COMPUTATION APPLICATION TYPE FEE REQUIRED _. TOTAL FEE REQUIRED rr ?/. oo 1 O $OO< OO IO v OO RECEIVED OCT 0 6 1997 CITY OF CARLSBAD PLANNING DEPT. DATE STAMP APPLICATION RECEIVED RECEIVED BY: DATE FEE PAID RECEIPT NO. Form 16 PAGE 2 OF 2 CITY OF CARLSBAD 1200 CARLSBAD vlLLAGE DRIVE CARLSBAD, CALIFORNIA 92008 434-2867 REC'D FROM DATE ft1 ACCOUNT NO.DESCRIPTION C-H»ff 37976.00 AMOUNT 5, 55,/•<%> -v /o, iroc'S HDP-rwriuzr Mo RECEIPT 'NO*. ® Printed on recycled paper. NOT VALID UNLESS VALIDATED BY CASH REGISTER TOTAL * » PROJECT DESCRIPTION/EXPLANATION PROJECT NAME: ^Ranch UPlands APPLICANT-NAME: Please describe fully the proposed project b.y application type. Include any details necessary to adequately explain the scope and/or operation of the proposed project. You may also include any background information and supporting statements regarding the reasons for, or appropriateness of, the application. Use an addendum sheet if necessary. Description/Explanation: The proposed project involves the following: • General Plan Amendment - to allow RMH, RM, RLM and N land uses, and to modify the boundaries of the OS designation to be more closely in conformance with the actual limits of steeply sloping and vegetation areas. • Zone Change - to eliminate the P-C zoning over the property and replace it with zones corresponding to the above-referenced land uses, including R-l, RD-M, C-l and OS. • LCP Amendment - to eliminate the Mello II LCP Land Use requirement for a master plan, and to modify the land uses in accordance with the requests above. • Tentative Subdivision Map - a request for a 179-lot subdivision over 174 acres involving Planning Areas D, F, G, H, I, J, and K of old • Kelly Ranch. • Coastal Development Permit - a request for coastal development permit in accordance with the tentative subdivision map. • Hillside Development Permit - a request for a hillside permit for the subdivision in accordance with Hillside Ordinance requirements. • Zone 8 Local Facilities Management Plan Amendment - proposed modifications to the approved Zone 8 LFMP to bring the document up-to-date relative to the modified Kelly plans and updated public facility information. Project Description 10/96 Page 1 of 1 PLEASE NOTE: Time limits on the processing of discretionary projects established by state law do not start until a project application is deemed complete by the City. The City has 30 calendar days from the date of application submittal to determine whether an application is complete or incomplete. Within 30 days of submittal of this application you will receive a letter stating whether this application is complete or incomplete. If it is incomplete, the letter will state what is needed to make this application complete. When the application is complete, the processing period will sCaVt upon the_daie of the completion letter.\m L /Ir^n ~ - ~ - Applicant Signature: Staff Signature: Date: /'->'£' * To be stapled with receipt to application Copy for file STATEMENT OF AGREEMENT TENTATIVE SUBDIVISION MAP CITY OF CARLSBAD The Subdivision Map Act and the Carlsbad Municipal Code sets a fifty (50) day time restriction on Planning Commission processing of Tentative Maps and a thirty (30) day time limit for City Council action. These time limits can only be extended by the mutual concurrence of the applicant and the City. By accepting applications for Tentative Maps concurrently with applications for other approvals which are prerequisites to the map; i.e., Environmental Assessment, Environmental Impact Report, Condominium Plan, Planned Unit Development, etc., the fifty (50) day time limits and the thirty (30) day time limits are often exceeded. If you wish to have your application processed concurrently, this agreement must be signed by the applicant or his agent. If you choose not to sign the statement, the City will not accept your application for the Tentative Map until all prior necessary entitlements have been processed and approved. The undersigned understands that the processing time required by the City may exceed the time limits, therefore the undersigned agrees to extend the time limits for Planning Commission and City Council action and fully concurs with any extensions of time up to one year from the date the application was accepted as complete to properly review all of the applications. 8/25/97 Signature — Date D.L. Clemens Agent Name (Print) Relationship to Application (Property Owner-Agent) FRM0037 2/96 * •City of Carlsbad Planning Department DISCLOSURE STATEMENT Applicant's statement or disclosure of certain ownership interests on all applications which will require discretionary action on the part of the City Council or any appointed Board, Commission or Committee. The following information must be disclosed: 1. APPLICANT List the names and addresses of all persons having a financial interest in the application. KELLY LAND COMPANY, A Delaware Corporation 2011 Palomar Airport Rd.. #206 Carlsbad. CA 92009 , 2. OWNER List the names and addresses of all persons having any ownership interest in the property involved. THE HILLMAN COMPANY. A Pennsylvania Corporation (See attached letter) 1900 Grant Building Pittsburgh. PA 15219 If any person identified pursuant to (1) or (2) above is a corporation or partnership, list the names and addresses of all individuals owning more than 10% of the shares in the corporation or owning any partnership interest in the partnership. Henry L. Hillman. Elsie Billiard Hillmancand G.G. Grefenstette, Trustees of The Henry L. Hillman Trust 4. If any person identified pursuant to (1) or (2) above is a non-profit organization or a trust, list the names and addresses of any person serving as officer or director of the non-profit organization or as trustee or beneficiary of the trust. See attached letter. 2075 Las Palmas Dr. • Carlsbad, CA 92OO9-1 576 • (619) 438-1161 • FAX (619) 438-0894 5. Have you had m^^than $250 worth of business transited with any member of City staff, Boards, Commissions, Committees and/or Council within the past twelve (12) months? Yes No If yes, please indicate person(s):. Person is defined as "Any individual, firm, co-partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, this and any other county, city and county, city municipality, district or other political subdivision or any other group or combination acting as a unit." NOTE: Attach additional sheets if necessary. KELLY L4Q^D COMPANY, a Delaware Corporatio Signature of owner/date Signature of applicant/date D.L. Clemens/Vice President Print or type name of owner D.L. Clemens/Vice President Print or type name of applicant Signature of owner/date Scott Medansky/Asst. Secretary Print or type name of owner Disclosure Statement 10/96 Page 2 of 2 FAI 1^1002 HIIXTVCAN GuwvNT .TiVrrT PlTTSUTTRGII, PEKNS Yr.VA.NI A 13219 CAFJOt, J. CUSICK RILET , , „1 X10, CCNCWAL COUM3CL VIA FACSIMILE & FEDERAL EXPRESS Christopher B. Neils, Esq. Mr. Larry Clemens Sheppard, Mullin, Richert & Hampton Aviara Hillman Properties 501 West Broadway, 19th Floor Palomar Triad Corporate Park San Diego, CA 92101-3598 201 1 Palomar Airport Road, Suite 206 Carlsbad, CA 92009 Re: Kelly Land Company, a Delaware corporation Dear Chrisiand Larry: The Disclosure Statement we discussed for the City of Carlsbad Planning Department states in paragraph 3 that we are to list all individuals owning more than 10% of the shares in the corporation (Kelly Land Company) if any person identified in paragraph 1 and 2 is a corporation. As we discussed, Kelly Land Company is a wholly-owned subsidiary of Wilmington Securities, Inc., a Delaware corporation, which, in turn, is a wholly-owned subsidiary of Wilmington Investments, Inc., a Delaware corporation, which, in turn, is a wholly-owned subsidiary of The Hillman Company, a Pennsylvania corporation. Only one shareholder of The Hillman Company owns more than 10% of the voting securities of The Hillman Company. That shareholder is the following trust: Henry L. Hillman, Elsie Hilliard Hillman and C.G. Grefenstette, Trustees of The Henry L. Hillman Trust, Under Agreement dated November 18, 1985. This is a revocable trust, whose grantor is Mr. Henry L. Hilhnan. Please let us know if you need any further information. Very truly yours, bcc: Scott Medansky Carol J. CusickRiley H. Vaughan Blaxter, III Bartley J. Rahuba w:\va l\li rtkellyland.wpd THE HILLMAN COMPANY 1900 Grant Building Pittsburgh, PA 15219 Via Federal Express December 2, 1997 Mr. Scott Medansky Director of Finance Hillman Properties West, Inc. 2011 Palomar Airport Road Suite 206 Carlsbad, CA 92009 Re: Kelly Land Company Dear Scott: Pursuant to your request, I am enclosing a certificate executed by Charles H. Bracken, Jr., as Assistant Secretary, certifying to (i) your signature and Mr. Clemens' signature, (ii) the Certificate of Incorporation and the By-Laws of Kelly Land Company and (iii) the Board of Directors meeting of Kelly Land Company which was held today in connection with the Agreement between Kelly Land Company and the City of Carlsbad for the Payment of a Public Facilities Fee for Inside the Boundaries of Community Facilities District No. 1 dated August 29, 1997. If you need any further documentation, please call me at 412/338-3639. Sincerely, Ann L. Shields Legal Assistant /als enclosure KELLY LAND COMPANY CERTIFICATE The undersigned, Charles H. Bracken, Jr., Assistant Secretary of Kelly Land Company, a Delaware corporation (the "Corporation") does hereby certify on behalf of itself, the following: 1. The following persons are the duly elected and qualified present incumbents of the office of the Corporation set after their names, and that specimen signatures appear opposite their respective name: Dale t. Clemens Vice President Scott Medansky Assistant Secretary 2. Attached hereto as Exhibit A is a true and current listing of all the officers and directors of the Corporation. 3. Attached hereto as Exhibit B is a true and correct copy of the Certificate of Incorporation of the Corporation and that such Certificate of Incorporation as set forth in Exhibit B has not been amended and is in full force and effect as of the date of this Certificate. 4. Attached hereto as Exhibit C is a true and correct copy of the By-Laws of the Corporation and that such By-Laws as set forth in Exhibit C has not been amended, and is in full force and effect as of the date of this Certificate. !'•>. Attached hereto as Exhibit D is a true and correct copy of resolutions duly adopted by the Board of Directors of this Corporation on December 2, 1997, and that such resolutions set forth in Exhibit D have not been amended, altered or repealed and are in full force and effect as of the date of this certificate, and such resolutions were duly adopted in accordance with Delaware law and the By-Laws of this Corporation. IN WITNESS WHEREOF, I have executed this Certificate and affixed the Corporate Seal of Kelly Land Company on this _L§_Day of December, 1997. Charles H. Bracken, Jr. Assistant Secretary EXHIBIT A KELLY LAND COMFAKY Officers and Directors Lawrence M. Wagner Lario M. Marini Darlene Clarke Stephen P. Smith Dale E. Clemens Richard H. Brown H. Vaughan Blaxter, III Scott Medansky Charles H. Bracken, Jr. Jody B. Cosner Joan E. Bachner President, Assistant Secretary and Assistant Treasurer Senior Vice President; Director Vice President, Treasurer; Director Vice President Vice President Assistant Vice President and Assistant Secretary Secretary Assistant Secretary Assistant Secretary and Assistant Treasurer Assistant Secretary Assistant Treasurer Russell W. Ayres, III Director EXHIBIT B TATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 ATI 09/26/1996 960279471 - 2667136 :m canrrmcxTE or INCOUTO RATION or KXLLY LAND COMPANY JTRST. Tfce n»ra of 0w Corporation to KELL Y LAND COM? ANY. SECOND. The irylstcrcd office of tht Corporation in iht State of Ttalaware U K24 Market Street, Suite 900, WHrnrngfan, Dcl*wxre 19101. Conor/ ofKtrw Cutic. Th« rtgntered «5«nt to ofaarje (benefit Wilmington Sccuribci, Inc. THIRD. The purpote ot'th* Corponttoo U to engage in my lawful act or activity for which corporation* may h« organizid ondcr the Qeotml CorporaUoo Law of Oekwan. FOURTH. The «mount of total MNhorized capital nock which the Corporation sh*U have the authority to issue ii: 100 thtrtf of Common Stock, par vthuiS.Dl per (hare, «nd 900 iharos Prefored Stodc. S.OI pa- nhire. The authority to (Jewrmioe ttte voting powers, designations, preferences, rigbb md qualification], limitations or rextrictioni of the Preferred Slock u nxpreuly vented in the Bond of Directors of the Corporation. FIFTH. The name and miiirng address of tbe incorporator i» K follows: SOOWRiidnickLane Dov«, Delaware 19901 SIXTH. The Board of Dirtcton shall hsve the power to adopt, amend or repeal the fly-Lavrs. SBVBNTH. No director shall be penooally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding tbe foregoing, a director Khali be Liable to the extent provided by applicable law, (i) for brc&ch of die director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good forth of law, (ni) pursuant to Section 1 74 of the Delaware General Corporation Law or (iv) fat any transaction from •whidi (be director derived an improper personal benefit. No amendmrat to or repeal of this Article Seventh sftall apply to or have any effect on the liability or nllegsd liability of any director of tbe Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment EIGHTH. Election of Drrectori need not be by written billot NINTH. The flumes and mailing addresses of the persons who ire to serve as directors until the first annual meeting of tbe Stockholders or until a tuccegsor is elected and qualified are AS follows; Marian F. Dietrich 1900 Grant Building Pittsburgh, PA 15219 T, t file gnd record tfjus hemintn Mfct my hand this Darlene Clarke 824 Market Street, Suite 900 Wilmington. D£ 19801 Lario M. Marioi Rodney Square North Wilmington Trust Center Wilmington, DE 19801 • ipurpon of foTtalss a corporation under the liws of (he State of Delaware, do , s«ij do certf'i; thai tbs feca herein stated ire tnie^ind IJjava accord^ CORPAMERJC Dy David M. Abel Asst. Secretary EXHIBIT_C_ i -• •?I .---A- KELLY LAND COMPANY ***** BY-LAWS ***** ARTICLE I OFFICES / Section 1. The office of the corporation shall be located in the State of Delaware. Section 2. The corporation may also have offices at such other places both within or outside the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II ANNUAL MEETINGS OF SHAREHOLDERS Section 1. All meetings of shareholders for the election of directors shall be held in Wilmington, State of Delaware, at such place as may be fixed from time to time by the Board of Directors. Section 2. Annual Meetings of shareholders, commencing with the year 1997, shall be held on the third Thursday in April, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:30 a.m., at which they shall elect by a plurality vote, a board of directors, and transact such other business as may properly be brought before the meeting. ' Section 3. Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. ARTICLE III SPECIAL MEETINGS OF SHAREHOLDERS Section 1. Special meetings of shareholders may be held at such time and place within or outside the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. - 1 - Section 2. Special meetings of the shareholders, for any purpose or purposes, unless "" otherwise prescribed by statute or by the certificate of incorporation, may be called by the president, the Board of Directors, or the holders of not less than a majority of all the shares entitled to vote at the meeting. Section 3. Written or printed notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of, the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. The notice shall also indicate that it is being issued by, or at the direction of, the person calling the meeting. Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice. ARTICLE IV QUORUM AND VOTING OF STOCK Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings ) of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been f/ansacted at the meeting as originally notified. Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders, unless the vote of a greater or lesser number of shares of stock is required by law or the certificate of incorporation. Section 3. Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Section 4. The Board of Directors in advance of any shareholders' meeting may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders' meeting may, and, on the request of any shareholder entitled to vote thereat, shall appoint one or more inspectors. In case any person ) appointed as inspector fails to appear or act, the vacancy may be filled by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering -2- upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. Section 5. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. ARTICLE V DIRECTORS Section 1 . The number of directors shall be not more than ten. The first Board shall consist of three directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors or by the shareholders at the annual meeting. Directors shall be at least eighteen years of age and need not be residents of the State of Delaware nor shareholders of the corporation. The directors, other than the first Board of Directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first Board of Directors shall hold office until the first annual meeting of shareholders. Section 2. Any or all of the directors may be removed, with or without cause, at any time by the vote of the shareholders at a special meeting called for that purpose. Any director may be removed for cause by the action of the directors at a special meeting called for that purpose. Section 3. Unless otherwise provided in the certificate of incorporation, newly created directorships resulting from an increase in the Board of Directors and all vacancies occurring in the Board of Directors, including vacancies caused by removal without cause, may be filled by the affirmative vote of a majority of the Board of Directors, however, if the number of directors then in office is less than a quorum, then such newly created directorships and vacancies may be filled by a vote of a majority of the directors then in office. A director elected to fill a vacancy shall hold office until the next meeting of shareholders at which election of directors Is the regular order of business, and until his successor shall have been elected and qualified. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall be have been elected and qualified. Section 4. The business affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these By-Laws directed or required to be exercised or done by the shareholders. -3- Section 5. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside the State of Delaware, at such place or places as they may from time to time determine. Section 6. The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise. ARTICLE VI MEETINGS OF THE BOARD OF DIRECTORS Section 1. Meetings of the Board of Directors, regular or special, may be held either within or outside the State of Delaware. Section 2. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors. Section 3. Regular meetings of the Board of Directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the Board. Section 4. Special meetings of the Board of Directors may be called by the president on one day's notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors. Section 5. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted'at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by the certificate of incorporation. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. -4- Section 7. Unless otherwise restricted by the certificate of incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Section 8. Unless the certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if a consent in writing to the adoption of a resolution authorizing the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. / ARTICLE VII EXECUTIVE COMMITTEE Section 1. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate, from among its members, an executive committee and other committees, each consisting of three or more directors, and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. The executive committee shall keep regular minutes of its proceedings and report the same to the Board when required. ARTICLE VIII NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these By-Laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. -5- ARTICLE IX OFFICERS Section 1. The officers of the corporation shall be chosen by the Board of Directors and shall be a president, a vice president, a secretary and a treasurer. The Board of Directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Section 2. The Board of Directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice presidents, a secretary and a treasurer, none of whom need be a member of the Board. Any two or more offices may be held by the same person, except the offices of president and secretary. When all the issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices. Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the Board of Directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 7. He shall execute bonds, mortgages and other contracts requiring a seal under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. -6- THE VICE PRESIDENTS Section 8. The vice president or, if there shall be more than one, the vice presidents in the order determined by the Board of Directors, shall in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARIES Section 9. The secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and, when so affixes, it may be attested by his signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary or, if there be more than one, the assistant secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. Section 12. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the Board of Directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the -7- corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. ARTICLE X CERTIFICATES FOR SHARES / Section 1. The shares of the corporation shall be represented by certificates signed by the chairman or vice chairman of the Board or the president or a vice president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation and may be sealed with the seal of the corporation or a facsimile thereof. When the corporation is authorized to issue shares of more than one class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class authorized to be issued and, if the corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series. Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered,by a registrar other than the corporation itself or an employee of the corporation. In case any olficer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue. LOST CERTIFICATES Section 3. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed. -8- TRANSFERS OF SHARES Section 4. Upon surrender of the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation. FIXING THE RECORD DATE Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express conseiit to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting. REGISTERED SHAREHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware. LIST OF SHAREHOLDERS Section 7. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting. -9- ARTICLE XI GENERAL PROVISIONS DIVIDENDS Section 1. Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in shares of the capital stock or in the corporation's bonds or its property, including the shares or bonds of other corporations subject to any provisions of law and of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. FINANCIAL REPORT TO SHAREHOLDERS Section 3. The directors shall not be required to send, or cause to be sent, to the shareholders, a financial report as of the closing date of the preceding fiscal year. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be the calendar year or such other year as shall be fixed by resolution of the Board of Directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. -10- ARTICLE XII AMENDMENTS Section 1. These By-Laws may be amended or repealed or new By-Laws may be adopted at any regular or special meeting of shareholders at which a quorum is present or represented, by the vote of the holders of shares entitled to vote in the election of any directors, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting. These By-Laws may also be amended or repealed or new By-Laws may be adopted by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board. If any By-Law regulating an impending election of directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the By-Law so adopted, amended or repealed, together with precise statement of the changes made. By-Laws adopted by the Board of Directors may be amended or repealed by the shareholders. (w:\als\docs\bylawsd.sam) - 11 - EXHIBIT D KELLY LAND COMPANY RESOLUTIONS ADOPTED AT THE BOARD OF DIRECTORS MEETING HELD DECEMBER 2. 1997 RESOLVED, that the execution and delivery by Dale E. Clemens, Vice President and Scott Medansky, Assistant Secretary of this Corporation of that certain Agreement between this Corporation, as developer-owner, and the City of Carlsbad for the Payment of a Public Facilities Fee for Inside the Boundaries of Community Facilities District No. 1 dated August 29, 1997, be, and the same hereby is, ratified, confirmed and approved; and be it further RESOLVED, that Dale E. Clemens, Vice President and Scott Medansky, Assistant Secretary of this Corporation be, and they hereby are, authorized and directed to execute and deliver such other instruments or documents and to take such other action on behalf of this Corporation as they may, in their discretion, deem necessary or advisable to carry out the intent of the foregoing resolution, such execution and delivery of such further instruments or documents to be conclusive evidence of the proper exercise of such discretion.