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.
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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.
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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
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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.
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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.
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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.
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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)
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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.