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BYLAWS OF WILLOWSIDE MUTUAL WATER COMPANY
ARTICLE I. OFFICES & WATER SYSTEM OWNERSHIP
Section 1.01. Principal Office. The principal office of Willowside Mutual Water Company (the “Corporation”) is located in Sonoma County, California. The Board of Directors (“the Board” or “the Directors”) may, under these Bylaws and in the discretion of the Board, relocate the principal office within Sonoma County.
Section 1.02. Place of Meetings. The Corporation shall hold all meetings of Members (see Section 2.01 below) at the principal office of the Corporation, or at such other place as the Members shall determine.
Section 1.03. Water System & Ownership. The Corporation shall be the sole owner of Water System equipment for domestic use, including but not limited to drain valves, pressure reducing valves, fire/flush hydrants, shut-off valves, check valves, connection valves, connection valve box, connection valve gauges, backflow prevention device and meters located on Member property (the “On-Premise Equipment”), regardless of whether On-Premise Equipment furnished at the Member’s expense, in addition to but not limited to wells, pumps, contact tanks, generators, control units, service mains, including service connections (the “Water System”).
ARTICLE II. MEMBERS & CERTIFICATES
Section 2.01. Members. The initial purpose of the Corporation is to serve water for domestic use to owners of those lots within Willowside Estates Subdivision Nos. 1, 2, & 3, according to that map recorded on June 14, 1957, in book 78 of Maps, pages 5, 6, and 7, Sonoma County Records; and to the western addition of Oak Meadow Dr. and Hall Rd. pump station (the “Service Area”). Members of the Corporation (the “Members”) shall be limited to those that own or acquire ownership of a lot or lots within the Service Area. As of the date of these Bylaws, there are one hundred sixty (160) voting Members within the Service Area.
Section 2.02. Certificates of Membership. The Corporation shall issue to every voting Member a Certificate of Membership (“Certificate”) entitling the Member to one water connection to the Water System and to all other rights of Members in the Corporation. Each Certificate shall be issued in the name(s) of the owner(s) of record legal title to the land described therein. The lack of possessing a Certificate does not negate Membership rights.
Section 2.03. Transfer of Certificates. Upon transfer of legal title to the land described in any Certificate, the grantor shall surrender such Certificate to the Board. The Board shall issue a new Certificate to a Member grantee upon application by that grantee and payment of a transfer fee of an amount to be fixed and revised from time to time by the Board. Upon any partition by a Member, after transfer of the land described in any Certificate, the Member shall surrender the existing Certificate, and the Board shall issue a new Certificate to the Member with which the water connection was made, or has been ordered by the Board, to be made.
Section 2.04. Lost Certificates. The Board, to the extent permitted by law, may prescribe conditions for the issuance of new Certificates to replace those lost or destroyed.
Section 2.05. Membership Certificates. Subject to the limitations of the Articles of Incorporation and these Bylaws, Certificates shall be issued upon application of a qualified person and payment of the fee required in these Bylaws. Each Certificate shall be appurtenant to the land described therein and shall be transferred only with transfer of title to such land, except after sale or forfeiture for delinquent assessments as provided by applicable law and in accordance with the provisions of these Bylaws. All Certificates shall be signed by the President or Vice President and shall have the seal of the Corporation affixed thereto. ( move exception to Member/Certificate – consult with lawyer)
Section 2.06. Notice of Bylaws. The transferee in any transfer of Certificate shall be deemed to have full notice of these Bylaws and to consent to the terms herein.
Section 2.07. Rules for Transfer of Certificates. Subject to provisions of the Articles of Incorporation and these Bylaws, the Board may make such Rules and Regulations as it may deem expedient concerning the issue, transfer, and registration of Certificates.
Section 2.08. Service Connections. The Corporation, at the sole cost and expense of the respective Members for whom connections are made, shall make all connections with the mains and shall install all tap lines and water meters. Tap lines shall not exceed one and one half (1½) inches in diameter. All On-Premise Equipment shall be placed at or near the respective Members’ property lines lying closest to the mains of the Corporation. The Corporation shall bill the respective Members only for actual costs incurred by the Corporation in making connections. After installation, the Corporation shall have the sole right to adjust, repair, inspect, and replace On-Premise Equipment at the Corporations expense, unless damage incurred is unrelated to Corporations actions.
Section 2.09. Allowable Structures. No more than one (1) residence and necessary outbuildings, including one ADU per California law, shall be served through the one water connection to the Water System per Member property. Any ADU, if added to the property, must be connected to the existing Service Connection, a new Service Connection will not be provided.
Section 2.10. Cost of Service. Members shall be entitled to receive water through the
Corporation’s Water System only for domestic use and for those uses permitted by the applicable zoning district and not prohibited by the Willowside Estates Subdivision Covenants, Conditions, and Restrictions. The Board shall set the cost of service based upon the annual budget. The Board may, in its discretion charge: (1) a uniform, flat fee to all Members; or (2) a metered rate structure based on water usage, or (3) a tiered structure based on lot size of Members.
The Corporation’s Rules and Regulations (“Rules and Regulations”), incorporated herein by reference, shall provide the procedure for collecting unpaid service charges and assessments, disconnections, liens, and dispute resolution.
Section 2.11. Assessments. Assessments levied by the Corporation shall be exclusively for the operation, replacement, improvement, and maintenance of the Property, and to discharge any other obligations of the Corporation under these Bylaws. All assessment payments shall be put into a maintenance fund for such purposes. The Board shall have the power to levy assessments as follows:
Special Assessments. If the Board determines that the amount of service charges as set forth in Section 2.06 is inadequate to defray common expenses for any year due to costs of any construction, unexpected repairs, replacements of capital improvements, or any other reason, the Board shall make a Special Assessment for the amount of the deficiency. Special assessments shall be levied and collected in the same manner as service charges.
Emergency Assessment. The Board may levy an Emergency Assessment in the event of circumstances that could not have reasonably been foreseen and which require immediate attention.
Fines. The Board may levy fines against any Member in response to the following acts or omissions: (i) excessive water usage; (ii) failure to repair leaks in a timely manner; or (iii) water waste
The Board may levy fines only after the Member in violation receives (i) written notice of the violation; (ii) an opportunity to address the Board in writing or in person regarding the violation; and (iii) ten (10) days to cure the violation. The Board shall set the amount of the fine in an open meeting. The Member shall be permitted to attend said meeting and to address the Board at that meeting.
ARTICLE III. MEETINGS
Section 3.01 The Board of Directors Monthly Meeting (“Monthly Board Meeting”). The Monthly Board Meeting shall be held on the third Wednesday of each month, or as otherwise agreed to by the Board. A Quorum of Directors must be present for the Board to conduct the business of the Board. These Bylaws define the scope of business that the Board can conduct, and the process in which it should be conducted. The Monthly Board Meeting dates, agendas, and minutes should be published on the WMWC Website. The business to be conducted at each Monthly Board Meeting shall be driven by the posted agenda for that meeting. Minutes will capture the conducted business and be posted on the WMWC Website as soon as feasibly possible after the Monthly Board Meeting.
Section 3.02. Annual Meeting of Members. The Annual Meeting of Members shall be held on the third Wednesday of any month in the first quarter of the year. If such day should fall upon a legal holiday, then the Annual Meeting of Members shall be at such time and place as the Board shall set with 72 hours’ notice. At such Meeting, the Members shall elect Directors, consider reports of the affairs of the Corporation, and transact any other business within the powers of the Members.
Section 3.03. Special Meeting of Members. For any purpose whatsoever and at any time, with 24 hours’ notice, (i) Members holding not less than one fifth (1⁄5 or currently 32 Members) of the voting power of the Corporation; (ii) the President; or (iii) the Board, may call a Special Meeting of Members. Notice of any Special Meeting shall specify the date, place, and hour of the Meeting and the general nature of the business to be transacted.
Section 3.04. Adjournments. Any Meeting of Members, Annual or Special, with or without a quorum, may be adjourned from time to time by the vote of a majority of the Members present, in person or by proxy. In the absence of a quorum, no other business may be transacted.
Section 3.05. Voting. At each Meeting of Members, each voting Member holding a Certificate in good standing shall have the right to cast one vote. Any Certificate issued or standing in the name of more than one person shall entitle the holders thereof to cast only one vote collectively.
Section 3.06. Quorum. At any Meeting of Members, the presence in person or by proxy of Members holding at least one fourth (1⁄4 or currently 40 Members) of the voting power of the Corporation shall constitute a quorum. The Members present at a duly called or held Meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of sufficient Members to deplete a quorum.
Section 3.07. Consent of Absentees. The transactions of any Meeting of Members, whether Annual or Special and however called and noticed, shall be as valid as though held at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of those Members entitled to vote but not present in person or by proxy signs (i) a written waiver of notice; (ii) a consent to the holding of such Meeting; or (iii) an approval of the minutes thereof. Any such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the Meeting.
Section 3.08. Action Without Meeting. Any action which under any provision of the Corporations Code of the State of California may be taken at a Meeting of Members, except those actions for which a Meeting of Members is required by law, may be taken without a Meeting of Members after a written and signed authorization by all Members entitled to vote upon such action at a Meeting is filed with the Secretary of the Corporation (the “Secretary”).
Section 3.09. Proxies. Every voting Member entitled to vote or execute a consent, waiver, or approval with respect to Meetings, shall have the right to do so in person or by an agent authorized by written proxy executed and filed by such Member with the Secretary. No such proxy shall be valid after the expiration of time or conclusion of the event stated therein. If no such time or event is stated in a proxy, then that proxy shall expire after eleven (11) months from the date of execution. No proxy shall be valid more than seven (7) years after the date of execution.
Section 3.10. Notification of Members. Members will be notified either through the WMWC Website or other form of electronic notification, of substantive changes made and approved by the Board during a Meeting that impacts all Members (i.e. changes to the Bylaws or Rules & Regulations). These substantive notifications will include the reason and the purpose of the change.
ARTICLE IV. DIRECTORS
Section 4.01. Powers. Subject to limitations of the Articles of Incorporation, these Bylaws, or the laws of the State of California regarding actions authorized or approved by the Members, and subject to the duties of the Directors as prescribed by these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board. Subject to such limitations, the Directors shall be entitled to exercise all powers and authority conferred upon them by the Articles of Incorporation, these Bylaws, and those laws of the State of California applicable to Corporations of this type.
Section 4.02. Number and Qualification of Directors. As of 2011, the authorized number of Directors of the Corporation shall be seven (7) until changed by amendment of the Articles of Incorporation or a Bylaw duly adopted by the Members amending this section. The authorized number of Directors shall in no event be reduced below seven (7). All Directors shall also be Members of the Corporation. If a Director shall cease at any time to be a Member, that Director shall cease to be a Director, but no act of the Corporation, its officers or Directors, shall be invalidated by reason thereof.
Section 4.03. Election and Terms of Office. The Directors shall be elected at each annual meeting of Members. If any such annual meeting is not held, or the Directors are not elected therein, the Directors may be elected at any special meeting of Members held for that purpose. All Directors shall hold office until their respective successors are elected. Terms of office are two years.
Section 4.04. Vacancies on the Board. Vacancies on the Board may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until that Director’s successor is elected at an Annual Meeting of Members or a Special Meeting of Members held for that purpose. A vacancy shall be deemed to exist on the Board in any case of death, resignation, or removal of any Director, or if the authorized number of Directors increases, or if the Members fail at any Annual or Special Meeting of Members to elect the full authorized number of Directors to be voted for at that meeting. The Members may elect a Director at any time to fill any vacancy not filled by the Directors. If the Board accepts a resignation tendered by a Director to take effect at a future time, the Board or the Members shall have the power to elect a successor to take office upon the effective date of that resignation. No reduction of the authorized number of Directors shall remove any Director prior to the expiration of that respective Director’s term of office.
Section 4.05. Special Meetings of the Board. Special Meetings of the Board may be called for any purpose and at any time by the President, or if he or she is absent or unable or refuses to act, by any Vice President or any two (2) Directors.
Section 4.06. Quorum of Directors. A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held, and at which a quorum is present, shall be regarded as the act of the Board unless a greater number be required by law or by the Articles of Incorporation. A Director is not required to attend a Monthly Board Meeting in person to be counted as part of a quorum or to vote.
Section 4.07. Adjournment. A quorum of the Directors may adjourn any Monthly Board Meeting to meet again at a stated day, place, and hour. In the absence of a quorum, a majority of the Directors present at any Monthly Board Meeting may likewise adjourn the meeting from time to time until the next Monthly Board Meeting. Notice of the time and place to continue an adjourned Monthly Board Meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned.
Section 4.08. Fees and Compensation. No compensation of Directors shall be authorized, but the Board may authorize payment of expenses incurred by Directors in the performance of their duties. Nothing in these Bylaws shall preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, or to receive compensation therefor.
ARTICLE V. OFFICERS
Section 5.01. Officers. The officers of the Corporation (the “Officers”) shall be a President, a Vice President, a Secretary, and a Treasurer. The Corporation may also have at the discretion of the Board, one or more additional Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 4.03 of these Bylaws. An Officer may hold two or more offices, except those of President and Secretary.
Section 5.02. Election of Officers. The Officers, except those appointed in accordance with the provisions of Sections 4.03 or 4.05 of these Bylaws, shall be chosen annually by the Board. Officers shall be elected from among the Directors. Each Officer shall hold office until that Officer’s resignation, removal, or other disqualification, or until a successor is elected and qualified. Terms of office are two (2) years. Members may also be elected as Assistant Secretaries and Assistant Treasurers.
Section 5.03. Subordinate Officers. The Board may appoint such other Officers, agents, or employees as the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may determine from time to time.
Section 5.04. Removal of Officers. Any Officer may be removed, with or without cause, by a majority of the Directors in office at that time, at any Monthly Board Meeting, or, except in case of an Officer chosen by the Board, or by any Subordinate Officer (5.03) upon whom such power of removal may be conferred by the Board.
Section 5.05. Resignation of Officers. Any Officer may resign at any time by giving written notice to the Board or to the President or Secretary. Any such resignation shall take effect upon receipt of such notice, or a later time specified therein. The acceptance of such resignation shall not be necessary to make it effective unless notice of resignation specifies otherwise.
Section 5.06. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office, in accordance with the provisions of 4.04.
Section 5.07. President. The President shall be the chief executive officer of the Corporation and shall, subject to control of the Board, have general supervision, direction, and control of the business and Officers. The President shall preside at all meetings of the Members and at all meetings of the Board. The President shall be ex officio, a Member of all standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a Corporation, and shall have other powers and duties as may be prescribed by the Board or these Bylaws.
Section 5.08. Vice President. In the absence or disability of the President, the Vice President(s) in order of their rank as fixed by the Board, or if not ranked, the Vice President designated by the Board, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board or these Bylaws.
Section 5.09. Secretary. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a book of minutes of all meetings of Directors and Members, with the time and place of holding, whether regular or special, and if special, how authorized; the notice given thereof; the names of those present; the number and holders of Certificates present or presented at Members meetings; and the proceedings thereof. The Secretary shall cause to be kept at the principal office of the Corporation, a register showing the names of the Members and their addresses. The Secretary shall give, or cause to be given, notice of all meetings of the Members and of the Board required by these Bylaws. In case of the absence or disability of the Secretary, or the Secretary’s neglect or refusal to act, any notice required by these Bylaws or otherwise necessary may be given by the President or any Officer, Subordinate Officer, Employee, or Agent authorized by the President, by any Vice President, or by the Board. The Secretary shall keep the seal of the Corporation in safe custody and shall have such other duties as may be prescribed by the Board or by these Bylaws.
Section 5.10. Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, and disbursements. The books of account shall be open to inspection by any Director at all reasonable times, and to inspection by a Member in the manner and upon any conditions set forth in Section 6.01 of these Bylaws. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designed by the Board, and shall render to the President and Directors, upon request, an account of all transactions and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.
ARTICLE VI. CORPORATE RECORDS
Section 6.01. Inspection of Corporate Records. Any records, books of account, and minutes of proceedings of Members, the Board, or Executive Committee of Directors, shall be open to inspection upon the written demand of any Member at any reasonable time and for any purpose reasonably related to interests as a Member, and shall be exhibited at any time when required by the demand of any Members’ Meeting of ten percent (10%) of the voting power of the Corporation at the Meeting. Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts. Demand for inspection other than one made at a Members’ Meeting shall be made in writing and upon the President or Secretary. The Willowside Mutual Water Company website (“WMWC Website”) can also be used to access information (www.WillowsideWater.Org).
Section 6.02. Checks, Drafts, Etc. All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by the Board.
Section 6.03. Contracts, Etc., How Executed. The Board, except as otherwise provided in these Bylaws, may authorize any Officers, agent, or agents to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board, no Officer, agent, or employee shall have any power of authority to bind the Corporation by any contract of engagement or to pledge its credit or to render it liable for any purpose or to any amount.
Section 6.04. Inspection of Bylaws. The Corporation shall keep in its principal office the Bylaws as amended or otherwise altered to date and certified by the Secretary. The Bylaws shall be open to inspection by the Members at all reasonable times upon reasonable notice.
ARTICLE VII. AMENDMENDMENTS TO BYLAWS
Section 7.01. Powers of Members. New Bylaws may be adopted, or these Bylaws may be
amended or repealed, when the vote of entitled Members exercise a majority of the voting power of the Corporation, or by the written assent of such Members, except as otherwise provided by law or the Articles of Incorporation.
Section 7.02. Powers of Directors. Subject to the right of Members as provided in Section 7.01 of these Bylaws to adopt, amend, or repeal Bylaws, any Bylaws other than a Bylaw or amendment thereof changing the authorized number of Directors, may be adopted, amended or repealed by the Board of Directors. Directors may also adopt, amend and repeal Rules and Regulations for the Corporation.
Section 7.03. Indemnification. Willowside Mutual Water Company and its Members shall indemnify and hold harmless the Board and its Officers who are acting in good faith and as volunteers.
ARTICLE VIII. PROPERTY RIGHTS AND INTEREST
Section 8.01. Water Connection Agreement. All persons requesting new water service shall complete an Application and Agreement for Water Services and pay the connection fee before water service will commence. That Agreement verifies that the applicant has received and read a copy of the Corporation’s Rules and Regulations and agrees to fully comply with those Rules and Regulations in force or which may be enacted in the future. By connecting to the Water System and agreeing to receive water service therefrom, each Member shall be deemed to have granted to the Corporation and its personnel the right to enter upon the property of that Member for the purposes of inspecting, maintaining, repairing, or replacing any On-Premise Equipment which may be located upon that Member’s property.
Absent an emergency, the Corporation shall notify a Member in writing (at the property address and the Member’s address, if different) ten days in advance of Corporation personnel entering the property of that Member to inspect, maintain, repair, or replace a part of the Water System located upon that Member’s property. In the case of an emergency, Corporation personnel will attempt to notify the Member or current resident at the property location prior to entering the property.
Section 8.02. Obstructions Prohibited. Any obstruction that will prevent the normal operation, repair and/or maintenance of On-Premise Equipment is strictly prohibited. This includes obstructions caused by landscaping, planting vegetation or yard decorations.
Except in cases of emergency, the Corporation shall notify a Member, in writing (at the property address and to the Member’s address, if different), of an obstruction of the Water System and that the Member must remedy the obstruction within ten (10) days of the date of the notice. In the event of an emergency or if the obstruction has not been remedied by the Member within ten (10) days of notice, the Corporation may remove the obstruction and shall charge the Member for that removal and any damage caused by the obstruction. The Corporation shall not be responsible for damage to landscaping, yard art or the like caused by the required removal of an obstruction.
In the event a Member fails to reimburse the Corporation for the cost to remove any obstruction or for damage caused by an obstruction, the Member shall be deemed to have given consent to the Corporation to add those costs, with interest, to the Member’s regular assessment. Failure to pay these additional costs will result in a delinquent account.
Section 8.03. Member Private Well System Approval & Use. No Member shall construct a new well, on any lot located within the Service Area, without first obtaining written consent from the Board. The Member must adhere to uses permitted by the applicable zoning district and not prohibited by the Willowside Estates Subdivision Covenants, Conditions, and Restrictions. In addition, the private well shall only be used for the Members private irrigation purposes only. If the Member seeking approval makes a showing, and the Board makes a finding, then the Board may grant, in its discretion, permission to construct a new well within the Service Area.
Section 8.03. Member Private Well System Construction. The purpose of this provision is to protect the integrity of Company’s Water System. According to County requirements, Members must have a licensed C-57 Well Drilling Contractor apply for and receive a permit, in addition the same contractor must build the Member Private Well. Member Private Well Systems must be separated from the Water System and not be cross connected.
Section 8.03. Member Private Well System Ownership. The Corporation has no ownership of, nor responsibility to maintain Member private well systems.
XI. CERTIFICATION
I certify on this 21st day of September 2022, that I am the duly elected Secretary of this Corporation and that the foregoing Bylaws, comprising 9 pages, including this page, constitute the Bylaws of the Corporation as duly adopted at the Monthly Board Meeting, held on this 21st day of September 2022.
Keoni Ball, Secretary