WILLOWSIDE MUTUAL WATER COMPANY, a California Corporation.
ARTICLE 1 OFFICES
Section 101. Principal Office. The principal office for the transaction of the business of the corporation is presently in Sonoma County, California. The Board of Directors hereby is granted full power and authority to change said principal office from one location to another in said county.
Section 102. Place of Meetings. All meetings of members shall be held at the principal office of the corporation, or at such place as the meeting shall be adjourned there from.
ARTICLE II MEMBERS
Section 201. Members. The corporation has been organized for the initial purpose of serving water for domestic use to owners of the lots within Willowside Estates Subdivision No. 1, 2, & 3 according to the map thereof recorded on June 14, 1957, in book 78 of Maps, pages 5, 6, and 7, Sonoma County Records as well as the western addition of Oak Meadows Dr. and Hall Rd. pump station. All members of the corporation shall be persons who now own, or shall hereafter acquire ownership of a lot or lots within the above described area. There are as of January 1, 2015 one hundred sixty members.
Section 202. Certificates of Membership. Every member shall have issued to him a Certificate of Membership which shall entitle him to one water connection with the mains of the corporation and to all other rights of membership in the corporation.
Section 203. Transfer of Certificates. Upon transfer of the legal title to the land described in any certificate, the grantor shall surrender such certificate to the Board of Directors. Said board, upon application of the grantee, shall issue a new certificate to him upon payment of a transfer fee to be fixed from time to time by the Board of directors. Should such transfer of title result in a partition of the land described in any certificate, the existing certificate shall be surrendered and the new certificate shall be issued to the owner of the parcel with which the water connection has been
made or has therefore been ordered by said Board of Directors to be made.
Section 204. Lost Certificates. The Board of Directors, to the extent that it is permitted by law, may prescribe the conditions upon which new certificates shall be issued to replace lost or destroyed certificates.
Section 205. Each certificate of membership shall be issued in the name or names of the owner or owners of the record legal title or tax payer to the land described in such certificate.
Section 206. Service Connections. The corporation, at the sole cost and expense of the members respectively for whom connections are made, shall make all connections with its mains and shall install all tap lines and water meters. Tap lines shall not exceed one and one half (11⁄2) inches in diameter. Water meters shall be placed at or near the property lines of the respective members, closest to the mains of the corporation. All such connections and installations shall be made by the corporation for the respective members at the actual cost thereof to the corporation. Once meters are installed the corporation shall have the sole right to adjust, repair, inspect, and replace them.
Section 207. Cost of Service. Members shall be entitled to receive water through the
corporation’s connection based system for domestic use only and for uses permitted by the applicable zoning district and not prohibited by the Willowside Estates Subdivision Covenants, Conditions, and Restrictions. The cost of service shall be a uniform, flat fee charge to all members which shall be based upon the annual budget. Procedures for collections, disconnections, and dispute resolution shall be provided for in the corporation’s Rules and Regulations which are incorporated herein by reference.
Section 208. No more than one (1) residence and necessary outbuildings, including one guest house, shall be served through any one water connection.
Section 209. Membership Certificates. Subject to the limitations of the Articles of Incorporation, and of these Bylaws, certificates of membership shall be issued upon application of a qualified person, and upon 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 in Section 331, page 129 of the Civil Code of the State of California, 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.
Section 210. Notice of Bylaws. The transferee in any transfer of membership certificate shall be deemed to have full notice of, and to consent to, the Bylaws of the corporation to the same extent as if he had signed a written assent thereto.
Section 211. Rules for Transfer of Shares. Subject to provisions of the Articles of Incorporation, and of these Bylaws, the Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of Certificates of Membership.
ARTICLE III MEETINGS
Section 301. Annual Meeting. The annual meeting of members shall be held on the third Wednesday of a month in the first quarter of the year. If such day should fall upon a legal holiday, any such annual meeting of members shall be at the same time and place as set by the board of directors, giving 72 hour notice. At such meeting directors shall be elected, reports of the affairs of the corporation shall be considered and any other business may be transacted which is within the powers of the members.
Section 302. Special Meeting. Special meetings of the members for any purpose or purposes whatsoever, may be called at any time by the President or by the Board of Directors, or upon the call of members holding not less than one fifth (1⁄5 or 32) of the voting power of the corporation. Notice of any such special meeting shall specify the date, place, and hour of the meeting noticed and the general nature of the business to be transacted. At least 24 hours notice for a special meeting is required.
Section 303. Adjournments. Any meeting of members, annual or special, whether or not a quorum is present, 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 at such meeting.
Section 304. Voting. At each meeting of the members, each member holding a Certificate of Membership in good standing shall have the right to cast one vote. Any Certificate of Membership issued or standing in the name of more than one person shall entitle the holders thereof to cast only one vote collectively.
Section 305. Quorum. At any meeting of members, the presence in person, or by proxy, of members holding at least one fourth (1⁄4 or 40) of the voting power of the corporation shall constitute a quorum for the transaction of business. 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 enough to leave less than a quorum.
Section 306. Consent of Absentees. The transactions of any meeting of members, either 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 the members entitled to vote, but not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or 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 307. 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 the members except such action for which a meeting of members is required by law, may be taken without a meeting of members if authorized by a writing signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the Secretary of the Corporation.
Section 308. Proxies. Every person entitled to vote or execute a consent, waiver, or approval with respect to meetings shall have the right to do so either in person or by one agent authorized by a written proxy executed by such person and filed with the Secretary of the corporation. No such proxy shall be valid after the expiration of the time or the conclusion of the event stated therein by way of limitation. If no such time or event is stated in the proxy, it shall expire after the expiration of eleven (11) months from the date of its execution. In no event, however, shall any proxy remain in force for a period exceeding seven (7) years from the date of its execution.
ARTICLE IV DIRECTORS
Section 401. Powers. Subject to limitations of the Articles of Incorporation, of these Bylaws, or the laws of the State of California as to action which shall be 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 of Directors. Subject to such limitations, the directors shall be entitled to exercise all powers and authority conferred upon them by the Articles of Incorporation, by these By- Laws, and by the laws of the State of California applicable to corporations of this type.
Section 402. 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 by 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 she/he shall there by cease to be a director, but no act of the corporation, its officers or directors, shall be invalidated by reason thereof.
Section 403. 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 thereat, 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 404. Vacancies on the Board. Vacancies on 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 each director so elected shall hold office until his successor is elected at an annual meeting of the members, or a special meeting of the members held for that purpose. A vacancy or vacancies on the Board of Directors shall be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number of directors is increased, or if the members fail, at any annual or special meeting of members at which any directors or director are elected, to elect the full authorized number of directors to be voted for at that meeting. The members may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board or the members shall have the power to elect a successor to take office when the resignation is to become effective. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.
Section 405. Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President, or if he is absent or unable or refuses to act, by any Vice President or by any two (2) directors.
Section 406. 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 of Directors, unless a greater number be required by law or by the Articles of Incorporation. The presence of a director in person is not required in order for him to be counted as part of quorum, or to vote, at a meeting of the Board of Directors.
Section 407. Adjournment. A quorum of the directors may adjourn any directors’ 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 directors’ meeting may likewise adjourn the meeting from time to time until the time fixed for the next annual meeting of the Board. Section 408. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting of the Board of Directors need not be given to absent directors if the time and place be fixed at the meeting adjourned.
Section 409. Fees and Compensation. No compensation of directors shall be authorized. Payment of expenses incurred by directors in the performance of their duties may be authorized by the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and be receiving compensation therefor.
ARTICLE V OFFICERS
Section 501. Officers. The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The corporation may also have, at the discretion of the Board of Directors, 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 403 of these Bylaws. One person may hold two or more offices, except those of President and Secretary.
Section 502. Election of Officers. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 403 or 405 of these Bylaws, shall be chosen annually by the Board of Directors. Officers shall be elected from among the directors. Each officer shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or until his successor shall be elected and qualified. Terms of office are two (2) years. Assistant Secretaries and Assistant Treasurers may be elected from the membership at large.
Section 503. Subordinate Officers. The Board of Directors may appoint such other officers, agents, or employees as the business of 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 of Directors may from time to time determine.
Section 504. Removal of Officers. Any officer may be removed either with or without cause, by a majority of the directors in office at that time, at any meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.
Section 505. Resignation of Officers. Any officer may resign at any time by giving written notice to the Board of Directors or to the President, or the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice, or at any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 506. 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.
Section 507. President. The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of directors, have general supervision, direction, and control of the business and officers of the corporation. He shall preside at all meetings of the members and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He 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 of Directors or these Bylaws.
Section 508. Vice President. In the absence or disability of the President, the Vice President in order of their rank as fixed by the Board of Directors, 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 President shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or these Bylaws.
Section 509. Secretary. The secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, 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 thereof given; the names of those present, the number and holders of shares 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 of Directors required by these Bylaws. In case of the absence or disability of the Secretary, or his neglect or refusal to act, any notice required by these Bylaws or otherwise necessary may be given by the President or any person authorized by him: by any Vice President or by the Board of Directors. He shall keep the seal of the corporation in safe custody and shall have such other duties as may be prescribed by the Board of Directors or by these Bylaws.
Section 510. 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 or members in the manner and upon any conditions set forth in Section 601 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 of Directors, shall render to the President and directors whenever they request it, an account of all his transactions as Treasurer 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 of Directors or by these Bylaws.
ARTICLE VI CORPORATE RECORDS
Section 601. Inspection of Corporate Records. Any records, books of account, and minutes of proceedings of members and the Board of Directors, 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 his 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 of the corporation. The Willowside Mutual Water website can also be used to access information (www.Willowsidewater.Org ).
Section 602. 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 of Directors.
Section 603. Contracts, Etc., How Executed. The Board of Directors, 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 of Directors, 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 604. Inspection of Bylaws. The corporation shall keep in its principal office for the transaction of business the original or a copy of the Bylaws as amended or otherwise altered to date, and certified by the Secretary. It shall be open to inspection by the members at all reasonable times and upon reasonable notice.
ARTICLE VII AMENDMENDMENTS TO BYLAWS
Section 701. Powers of Members. New Bylaws may be adopted, or these Bylaws may be
amended or repealed, when the vote of members entitled 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 by the Articles of Incorporation.
Section 702. Powers of Directors. Subject to the right of members as provided in Section 701 of these Bylaws, to adopt, amend, or repeal Bylaws, 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.
Section 703. Members and Board of Directors. Willowside Mutual Water Company and its members shall indemnify and hold harmless the Board of Directors and its Officers who are acting in good faith and as volunteers.
ARTICLE VIII PROPERTY RIGHTS AND INTEREST
Section 801. 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. This Agreement verifies that the applicant has received a copy of the Company’s rules and regulations, has read and understood the rules and regulations, and agrees to fully comply with all rules and regulation in force or which may be enacted in the future. By connecting to the water system and agreeing to receive water service there from, each Shareholder shall be deemed to have granted to the Company and its personnel the right to enter upon the property of that Shareholder for the purposes of inspecting, maintaining, repairing or replacing any and all parts of the Company’s water system which may be located upon said Shareholder’s property.
Absent an emergency, the Company shall notify a Shareholder, in writing (at the property address and the Shareholder’s address, if different), ten days in advance, that Company personnel shall be entering the property of the Shareholder for the purpose of inspecting, maintaining, repairing or replacing a part of the Company’s water system located upon said Shareholder’s property. In the case of an emergency, Company personnel will attempt to notify the Shareholder at the property location prior to entering the property.
Section 802. Obstructions Prohibited. Any obstruction that will prevent the normal operation, repair and/or maintenance of the water system equipment, including but not limited to drain valves, pressure reducing valves, fire hydrants, shut-off valves, connection valves, backflow prevention device and meters is strictly prohibited. This includes obstructions caused by landscaping, planting vegetation or yard decorations.
Except in cases of emergency, the Company shall notify a Shareholder, in writing (at the property address and to the Shareholder’s address, if different), that an obstruction of the water system has occurred and that the Shareholder 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 Shareholder within ten (10) days of the Notice, the Company may remove the obstruction and shall charge the Shareholder for the removal and any damage caused by the obstruction. The Company shall not be responsible for damage to landscaping, yard art or the like caused by the necessity of the Company’s removal of an obstruction.
In the event the Shareholder fails to reimburse the Company for the cost to remove any obstruction or for damage caused by an obstruction, the Shareholder shall be deemed to have given consent to the Company to add those costs, with interest, to the Shareholder’s regular assessment. Failure to pay these additional costs will result in a delinquent account.
Section 803. Equipment Ownership. The Company shall be the owner of the water system, including the service mains, service connections to the property line of each individual Shareholder, the connection valves, connection valve box, connection valve gauges, flush hydrants, backflow prevention devices, meters, shutoff valves, and all appurtenances, regardless of whether furnished at the customer’s expense.
I certify on this 12th day of December, 2015, that I am the duly elected and acting Secretary of this corporation and that the foregoing Bylaws, comprising 8 pages, including this page, constitute the Bylaws of the Corporation as duly adopted at a meeting of the Board of Directors, held on 12th day of December, 2015.
_______________________________ Acting Secretary, Michael Spielman