Whereas: Article IV, Section 8 of the Association By-Laws provides that vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and

Whereas: Due to the resignation of William Massey on June 26, a vacancy exists on the Board of Directors for a seat terminating in August, 2008, as provided in Resolution No. 11-2007 and the By-Laws Article IV, Section 3, and

Whereas: Penny McGee has been elected to the Board of Directors for a seat terminating in August, 2009, as provided in Resolution No. 11-2007 and the By-Laws Article IV, Section 3,

Now therefore be it resolved that: Penny McGee is appointed to fill the vacant seat on the Board of Directors effective immediately, with the understanding she will fill the seat to which she was elected on January 1, 2008 and, at that time, the Board will appoint a member to serve for the open seat ending August 2008.

I certify that: I am the duly qualified and acting Secretary of Rancho Tehama Association, a California Corporation.

The foregoing is a true copy of a Resolution duly adopted by the Board of Directors at a meeting on August 21, 2007 and entered into the minutes of the book of the Corporation.

The Resolution is in conformity with the Articles of Incorporation and By-laws of the Corporation, which were amended on April 7, 1998 and is now in full force and effect.

Date_____August 21, 2007___________

_________Sheri J. Schultz____________

Sheri Schultz, Corporate Secretary

DRAFT 10/19/2007 10:26 AM