BYLAWS OF WILLOWSIDE MUTUAL WATER COMPANY
I. DEFINITION OF CORPORATION
Section 1.01 The Willowside Mutual Water Company shall provide water to Shareholders for domestic use only, as a connection based, not usage based, utility.
Principle office
Section 1.02. The principal office of the Willowside Mutual Water Company (“Corporation”) shall be in Santa Rosa, Sonoma County, California.

II. MEMBERS
Section 2.01.  The members (“shareholders”) of the Corporation shall be those owners of properties within the WMWC covenant boundaries, also identified as Willowside Estates Subdivisions 1,2, and 3. as well as the western extension of Oak Meadow Dr and the Hall Rd Pump Station. Each property shall constitute one share.

III. BOARD OF DIRECTORS
Power and Authority
Section 3.01. The activities and business of this corporation shall be managed by a Board of Directors, which shall have all the power and authority appropriate to the administration of the affairs of the corporation, subject to the limitations of the California Public Benefit Nonprofit Corporation Law. Subject to such limitations, the directors shall be entitled to exercise all powers and authority conferred upon them by these By-Laws, and by the laws of the State of California applicable to corporations of this type. The Board may delegate the management of the activities of the Corporation to any person or persons, or to committees, provided that all corporate powers are exercised under the ultimate direction of the Board.

Number
Section 3.02. The authorized number of Directors of the Corporation shall be a minimum of four (4) and a maximum of seven (7).
Qualifications
Section 3.03.  The Directors of the Corporation shall be shareholders of the WMWC.

Election
Section 3.04. The Board of Directors shall be elected by the Shareholders at the annual meeting or by proxy.
Terms of Office
Section 3.05. Each Director shall hold office for a two-year term. No more than one half (maximum) of the Directors will be elected at each annual WMWC shareholder meeting. Terms shall expire at the annual WMWC meeting at the end of the second year or when a successor has been elected, whichever is sooner.
Appointment
Section 3.06. When vacancies on the Board of Directors occur, new Directors shall be appointed by vote of the Board of Directors of WMWC.
Compensation
Section 3.07. The Directors shall serve without compensation, though they may be reimbursed for out-of-pocket expenses, as the Directors shall appropriately determine.
Removal
Section 3.08.  A Director may be removed without cause by majority vote of the Board of Directors of WMWC.


IV. OFFICERS
Number and Titles
Section 4.01. All Officers of the Corporation shall be elected annually by the Board of Directors, after the annual Shareholder meeting.
The officers of the Corporation  shall be a President, a Vice President, a Secretary and a Treasurer, and such other officers with such titles and duties as shall be determined by the Board.
Appointment and Resignation
Section 4.02. Any officer may resign at any time by written notice to the Corporation. If an officer resigns, the Board shall fill the vacancy by appointment.

Duties of Officers
Section 4.03. The President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board have general supervision, direction and control of the business of the Corporation. The President of the Board shall preside at all Board meetings.
Section 4.04.  In the absence or disability of the President, the Vice President shall perform all the duties of the President and such other duties as requested by the President and approved by the Board of Directors.
Section 4.05. The Secretary shall keep or cause to be kept, a book of minutes at the principal office, or such other place as the Board may order, of all meetings of Directors.
Section 4.06. The Treasurer shall keep, or cause to be kept, accounts of the properties and business transactions of the Corporation. He/she shall deposit, or cause to be deposited, all moneys to the credit of the Corporation and shall disburse, or cause to be disbursed, the funds of the corporation as may be ordered by the Board.

V. MEETINGS
Frequency of Meetings
Section 5.01. Regular meetings of the Board may be called as the Board shall determine.  The annual Shareholders meeting shall take place once a year in the first quarter.
Call of Meetings
Section 5.02. The President or any two (2) Directors may call meetings of the Board. Special meetings shall be held by notice given in person to each Director or communicated by telephone, email or other similar means of communication.
Place of Meeting
Section 5.03. All meetings of the Board shall be convened in Sonoma County at a location specified by the Board, within the WMWC district unless determined otherwise by the Board.
Quorum
Section 5.04.  A majority of the number of Directors constitutes a quorum of the Board for the transaction of business. At annual shareholder meetings, at least one fourth of the voting power, either present or in proxy, constitutes a quorum for decision making and transaction of business. If such quorum is not present, voting must be conducted by mailed or online ballot to all shareholders.
Voting Unit
Section 5.05 Each household within the WMWC district, regardless of number of shareholders, shall comprise one voting unit for the purpose of elections or conducting business either in person, by proxy, or US mail or email.
Proxies
Section 5.06 Every household entitled to vote or execute a consent, waiver, or approval with consent to meetings shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person and filed with the Secretary of the Corporation, valid only for the time and date of such meeting or election.
Transactions of Board
Section 5.07.  Except as otherwise provided in the Articles, in these Bylaws or by law, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board provided, however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is by the affirmative vote of at least a majority of the required quorum for such meeting, or such greater number as is required by law, the Articles, or these Bylaws. Notwithstanding the foregoing, amendments to these Bylaws shall require the affirmative vote of two thirds of the Directors then holding office.
Conduct of Meetings
Section 5.08.  The President, or in the absence of the President, the Vice President, or in the absence of the Vice President, any Director selected by the Directors present, shall preside at meetings of the Board. The Secretary of the Corporation or, in the Secretary’ s absence, any person appointed by the presiding officer, shall act as Secretary of the Board.  Directors of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Such participation shall constitute personal presence at the meeting.


Adjournment
Section 5.09.  A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

Action without Meeting
Section 5.10. Any action required or permitted to be taken by the Board may be taken without a meeting, provided that all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors.

VI. CORPORATE RECORDS, REPORTS {AND SEAL}
Keeping Records
Section 6.01. The Corporation shall keep adequate and correct written minutes of the proceedings of its Board and committees of the Board. The Corporation shall also keep an annual financial report. Other books and records shall be kept in either written form or in any other form capable of being converted into written form, including on the WMWC website.

Section 6.02 Any records, books of account, minutes of proceedings, and these bylaws themselves shall be available to all shareholders for inspection on the WMWC website. Alternatively, shareholders may request by written or telephone notice to the WMWC central address/phone number to inspect hard copies of such materials where kept.

Fiscal Year
Section 6.03.  The fiscal year of the Corporation shall commence on January 1 of each year and terminate on December 31 of each year.

VII. NONDISCRIMINATORY POLICY STATEMENT
Section 7.01. It is the policy of this Corporation not to discriminate for reasons of race, color, creed, national origin, ancestry, age, physical or mental disability, marital status, sex, familial status, sexual orientation, source of income, or other arbitrary reasons; in both hiring contractors or other professionals and the provision of water services.

VIII. ADVISORY PROCESS
Section 8.01.  The Board of Directors shall establish a formal process for corporation shareholders and other community stakeholders to advise the organization in its decisions regarding the design, development, and management of the WMWC.

IX. AMENDMENTS TO BYLAWS
Section 9.01 Powers of Members: New Bylaws may be adopted, or these bylaws be amended or repealed , by the vote of members entitled to exercise a majority of the voting power of the corporation, or by the written consent of such members except as otherwise provided by law of by the Articles of Incorporation.
Section 9.02 Powers of Directors. Subject to the right of members as provided in Section 9.01 of these Bylaws to adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended or repealed by the Board of Directors.

X. DISSOLUTION
Section 10.01 Upon dissolution or winding up of the Corporation, the assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed equally amongst the shareholders as defined in section 2.01.
CERTIFICATION OF SECRETARY OF WMWC, A CALIFORNIA NONPROFIT CORPORATION

I certify on this ______ day of ___________, 2011, that I am the duly elected and acting Secretary of this corporation and that the foregoing Bylaws, comprising *** pages, including this page, constitute the Bylaws of the Corporation as duly adopted at a meeting of the Board of Directors held on _________________, 2011

_______________________________
Secretary