BYLAWS

OF

FOLSOM LAKE MUTUAL WATER COMPANY

 

TABLE OF CONTENTS

 

Article I - NAME . . . . . . . . . . . . . . . . . . . . . . 1

Article II - OFFICES . . . . . . . . . . . . . . . . . . . . 1

Article III - OBJECTS AND PURPOSES . . . . . . . . . . . . . 1

Article IV - MEMBERSHIP. . . . . . . . . . . . . . . . . . . 2

Article V - MEETINGS . . . . . . . . . . . . . . . . . . . . 4

Article VI - DIRECTORS . . . . . . . . . . . . . . . . . . . 5

Article VII - MEETING OF DIRECTORS . . . . . . . . . . . . . 6

Article VIII - OFFICERS. . . . . . . . . . . . . . . . . . . 8

Article IX - COMMITTEES . . . . . . . . . . . . . . . . . . 11

Article X - SEAL. . . . . . . . . . . . . . . . . . . . . . 12

Article XI - FINANCIAL MATTERS  . . . . . . . . . . . . . . 12

Article XII - MEMBERSHIP CERTIFICATES . . . . . . . . . . . 13

Article XIII - ASSESSMENTS. . . . . . . . . . . . . . . . . 14

Article XIV - OPERATION OF WATER SYSTEM . . . . . . . . . . 14

Article XV - MISCELLANEOUS. . . . . . . . . . . . . . . . . 15

Article XVI - DISSOLUTION . . . . . . . . . . . . . . . . . 16

Article XVII - AMENDMENTS . . . . . . . . . . . . . . . . . 16

 

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BYLAWS

OF

FOLSOM LAKE MUTUAL WATER COMPANY

 

ARTICLE I

NAME

The name of this Corporation is and shall be the FOLSOM LAKE MUTUAL WATER COMPANY, and for convenience shall be referred to hereinafter as the "Company".

ARTICLE II

OFFICES

Section 1. Principal Office

The principal office for the transaction of the business of the Company is hereby fixed and located at 6632 Vireo Lane, Loomis, County of Placer, California, 95650. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in said County. Any such change shall be noted on the Bylaws opposite this section, or this section may be amended to state the new location.

Section 2. Other Office

Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the Company is qualified to do business.

ARTICLE III

OBJECTS AND PURPOSES

The objects and purposes of the Company shall be to develop, distribute, supply and deliver water for domestic, municipal, and irrigation uses or any one of such uses to its members at cost, and to no one except its members, or to the State or any agency or department thereof, or to any school district, or to any other mutual water company at cost. The Company shall be authorized to do whatever may be deemed necessary, conducive, incidental, or advisable to accomplish and promote said objects or purposes, including, but not limited to:

(a) Constructing, leasing, maintaining, and operating water system facilities;

 

 

 

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(b) Acquiring, owning, leasing, or developing water, water rights, or water bearing lands;

(c) Paying all taxes, utilities, charges, assessments by which to further the objects and purposes; and to do any other act or thing in any way connected with the foregoing or related to the objects and purposes of the Company.

ARTICLE IV

MEMBERSHIP

Section 1. Membership

(a) Members of the Company shall be limited to the owner or owners of one (1) lot or parcel of real property that is a part of the service area as described in the Articles of Incorporation of the Company. For the purpose of these Bylaws, lots shall consist of those parcels described and set forth in subdivision maps from time to time filed in the Office of the County Recorder of Placer County, California, within the service area of the Company and each unit of any apartment building, community, or condominium, or other cooperative type of multiple living facilities now existing or that may be constructed within said area;

(b) A purchaser of any lot or parcel of land under contract shall also be deemed to be an owner for the purpose of these Bylaws. A lot or parcel of land held as community property shall qualify the owners thereof for one (1) membership certificate only in the Company, which certificate shall be in the name of the husband as manager of the community property. As to any lot or parcel of land held in joint tenancy, tenancy in common,

or it the name of a partnership or in any other way, Only one (1) person of any number of such co-owners shall be a member of

this Company. Such co-owners shall be required to designate

in writing to the Company who shall represent them at Company meetings.

Section 2. Eligibility for Membership and to Hold Membership Certificates

All persons who become members of lots or parcels of property, as defined and described in Section I of this Article IV shall by reason of such ownership become members of the Company, and be issued one (1) membership certificate upon their purchase of said lot or parcel of property. All persons who presently own parcels of property in the service area but outside of Walden

Woods Unit I, shall immediately be issued one (1) membership each upon qualification of the Company by the Department of Corporations to issue membership certificates. In addition, the Board of Directors of the Company is empowered to consider special

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circumstances from time to time not covered herein, and bated on such circumstances issue memberships and determine eligibility for becoming a member.

Section 3. Class of Members

The Company shall have one class of members only, and the property, voting, and other rights, interests, and privileges of each member shall be equal. No member shall hold more than one (1) membership in the Company.

Section 4. Termination

The Board of Directors may, by affirmative vote of three- fifths of all members of the Board, suspend or expel a member for cause after an appropriate hearing and by majority vote of those present at any regularly constituted meeting, and may cancel the membership certificate of any member who becomes in default in the payment of assessments for the period fixed in Article XIV of these Bylaws.

Section 5. Resignation

Any member may cancel his membership by filing a written

cancellation with the Secretary, but such cancellations shall not relieve the member so canceling of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

Section 6. Reinstatement

Upon the written request signed by a former member and filed with the Secretary, the Board of Directors may reinstate such former member upon such terms as the Board of Directors may deem appropriate.

Section 7. Transfer of Membership

Memberships in this Company are transferable or assignable only with the transfer or assignment of the lot or parcel of land to which it attaches. No membership shall be Transferred until all assessments, water charges, or other indebtedness of the transferring member to the Company have been paid in full No transfer of membership shall be binding upon the Company unless and until duly entered upon its books. The party re- questing transfer of membership shall present the Company with such certificate either the conveyance to him of the land described in the certificate, showing the same to be duly recorded, or a written statement from a reputable title company showing that he is the owner of the land to which the member- ship is appurtenant, The Board may determine such additional terms and conditions of transfer of memberships and surrender of water rights accruing therefrom.

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Section 8. Rights and Liabilities

No member of the Company shall have any right, title, or interest in or to any property or assets of the Company, except upon its dissolution.

The private property of the members shall be exempt from execution or other liability for any debts of the Company’s and no member shall be liable or responsible for any debts or liabilities of the Company.

 

ARTICLE V

MEETINGS

Section, 1. Place of Meeting

The Board of Directors may designate any place within the State of California as the place of meeting for any annual meeting or for any special meetings. If no designation is made, the place of meetings shall be the principal office of the Company’s but if all members of the Board of Directors meet at any time and place within the State of California, and consent to the holding of a meeting before or after the meeting, such meetings shall be valid without call or notice, and at such meeting any company action may be taken.

Section 2. Annual Meeting

The annual meeting of members shall be held on the second Tuesday in the month of November of each year, beginning with the year 1973, for the purpose of electing directors, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting, It shall be the responsibility of the Board to make adequate plans and preparations for the annual meeting. If the day fixed for the annual meeting shall fall on a legal holiday, such meeting shall be held on the next succeeding business day. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Corporation, and in the event of such failure, the annual meeting shall be held within a reasonable time thereafter.

Section 3. Special Meetings.

Written notice stating the place, day, and hour of the meeting, and, in case of a special meeting or annual meeting at which business requiring special notice is to be transacted,

the purpose or purposes for which the meeting is called shall

be delivered not less than ten (10) days nor more than thirty- five (35) days before the date of the meeting, either personally

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or by mail, by or at the direction of the Secretary, or upon his default, by any Director or by the persons calling the meeting, to each member. If mailed, such notice shal-1 be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Company, with postage thereon prepaid. The failure of any member to receive notice of an annual or. special meeting of the membership shall not invalidate any action which may be taken by the members at any such meeting.

Section 5. Quorum

Ten per cent (10%) of the membership shall constitute a quorum. If less than a quorum is present in person at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.

Section 6. Voting

Each member shall be entitled to only one (1) vote upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a vote of a majority of the members voting thereon in person, except as otherwise pro- vided by law, the Articles of Incorporation, or these Bylaws. The manner of voting may be by ballot, mail, or any reasonable means provided in these Bylaws and amendments thereto or as directed by the Board-of Directors.

Section 7. Proxies

Members shall not be entitled to vote by proxy.

Section 8. Informal Action

Any action required by law to be taken at a meeting of the members or any action which may be taken at a meeting of members may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof.

 

ARTICLE VI

DIRECTORS

Section 1. The General Business of the Company

The general business of the Company shall be managed by a

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Board of Directors of the Company which shall exercise all

of the powers of the Company except such as are by law, the Articles of Incorporation, or these Bylaws conferred upon or reserved to the members.

Section 2. Number, Tenure, and Qualifications

The number of directors shall be five (5). Staggered

terms for board members will be implemented at the 1977 Fall election. Three (3) directors shall be elected for a one (1) year term, and two (2) directors shall be elected for two (2) year terms. At all following elections each director shall be elected for a one (1) year term. Directors will be elected by a plurality vote of the members present at the election meeting. Each member of the Board of Directors must be a qualified member of the Company or a designated representative of a corporate member.

Section 3. Vacancies

Vacancies 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 Directors.

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 power to elect a successor to take office when the resignation is to become effective.

 

ARTICLE VII

MEETING OF DIRECTORS

Section 1. Place of Meeting

The Board of Directors may designate the place of meeting within the State of California as the place of meeting for any regular or special meeting. If no designation is made, the place of meeting shall be the principal office of the Company; but if all members of the Board shall be present at any time and place and consent to the holding of a meeting before or after the meeting, such meeting shall be valid without call or notice, and at such meeting, any-Company action may be taken.

Section 2. Organizational Meeting

Immediately following each annual meeting of members, the Board of Directors shall hold a regular meeting for the purposes of organization, election of officers, and transaction of other business. Notice of such meeting is hereby dispensed with.

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Section 3. Regular Meetings

Other regular meetings shall be held without notice on the first Monday of January, April, July, and October (beginning January, 1974) at 8 o'clock p.m. of said day provided said day should fall upon a legal holiday, then said meeting shall be held at the same time on the next day thereafter ensuing which is not a legal holiday. Notice of all such meetings is hereby dispensed with.

Section 4. Special Meetings

Special meetings of the Board may be called by the Presidents or if he is absent or unable or refuses to act, by the Vice- President, or by any two (2) Directors. Notice of any special meeting shall be given at least three (3) days previously thereto by written notice delivered personally or sent by mail or

telegram to each Director at his address as shown by the records of the Company. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.

Any Director may waive notice of any meeting either before or after said meeting in writing. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting unless specifically required by law or by these Bylaws.

Section 5. Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 6. Action

The act of a majority of the Directors present at which a quorum is present shall be the act of the Board of Directors, unless the act of the greater number is required by law or by these Bylaws.

Section 7. Notice of Adjournment

Notice of the time and place of holding an adjourned

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meeting need not be given to absent directors if the time place be fixed at the meeting adjourned.

Section 8. Waiver of Notice

The transaction of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the Directors not present signs a written Waiver of Notice or a consent to holding such a meetings or if an approval shall be filed with the Corporate records or made a part of the minutes of the meeting.

Section 9. Adjournment

A quorum of the Directors may adjourn any Directors' meeting to meet again at a stated day and hour provided, how- ever, that in the absence of a quorum, a majority of the Directors present at any Directors' meeting, either regular or special, may adjourn from time to time until time fixed for the next regular meeting of the Board.

 

ARTICLE VIII

OFFICERS

Section 1. Generally

The officers of the Company shall be a President, Vice President, Secretary, and Treasurer. The Company may also have, at the discretion of the Board of Directors. a Chairman of the Board, one or more additional vice presidents, one or more assistant secretaries, one or more assistant treasurers, and other such officers as may be appointed in accordance with the provisions of Section 2 of this Article. One person may hold two or more offices, except those of President and Secretary.

Section 2. Election and Term of Office

The officers of the Company shall be elected annually by the Board of Directors at the first regular meeting of the Board of Directors following the annual election of the Directors. If election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently

may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until

his successor shall have-been duly elected and shall have qualified

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Section 3. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by

the Board of Directors for the unexpired portion of the term.

Section 4. Terms of Employment

The Board of Directors may appoint, employ, terminate, discharge, fix the compensation and provide for the duties and powers of such officers, agents, and employees, including removal with or without cause, as in the sole judgment of the Board shall be advisable subject to the provisions of the article and the provisions of written contracts of employment, if any. Said compensation for officers and employees shall not be excessive and shall be both adequate and reasonable.

Any officer may resign at any time by giving written notice to the Board, or to the President or Secretary of the Company. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; the acceptance of such resignation shall not be necessary to make it effective. Such resignations shall be governed by the terms of the employment agreement, if any.

Section 5. Chairman of the Board

The Chairman of the Board, if there shall be such an officers shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board or prescribed by the Bylaws.

Section 6. President

The powers and duties of the President are as follows:

(a) He shall be the principal executive officer of the Company and, unless otherwise determined by the members of the Board, shall preside at all meetings of the members and the Board;

(b) He may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the Board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the

Board or by these Bylaws to some other officer or agent of the Company or shall be reserved by the Board of Directors as from time to time be authorized by the Board of Directors;

(c) He shall in general perform all duties incident as may be prescribed by the Board from time to time.

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Section 7. Vice President

In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions placed upon the President. The Vice President shall also perform such other duties as from time to time may be assigned to him by the Board of President.

Section 8. Secretary

The duties of the Secretary are as follows:

(a) He shall keep the minutes of the meetings of the members and of the Board in one or more books provided for that purpose;

(b) He shall see that all notices are duly given in accordance with these Bylaws or as required by law;

(c) He shall be custodian of the corporate records and of the seal of the Company, and affix the seal of the Company to documents, the execution of which on behalf of the Company under its seal is duly authorized in accordance with the provisions of these Bylaws;

(d) He shall keep a register of the names and post office addresses of all members;

(e) He shall have general charge of the books of the Company;

(f) He shall keep on file at all times a complete copy of the Articles of Incorporation and Bylaws of the Company containing all amendments thereto (which copy shall always be open to the inspection of any member, and at the expense of the Company, forward a copy of the Bylaws and all amendments thereto to each member); and

(g) He shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board or the President.

Section 9. Treasurer

The duties of the Treasurer are as follows:

(a) He shall have charge and custody of and be responsible for all funds and securities of the Company;

(b) He shall be responsible for the receipt of, and the issuance of receipts for all moneys due and payable to the Company from any source whatever;

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(c) He shall in general perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him by the Board or the President.

Section 10. Subordinate Officers

The Board of Directors may appoint such other officers as the business of the Company may require including but not limited to assistant secretaries and assistant treasurers, each of whom shall hold office for such period, have authority and perform such duties as are provided in the Bylaws or as the Board may from time to time determine.

ARTICLE IX

COMMITTEES

Section 1. Committees of Directors

The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two (2) or more Directors, which committees, to the extent provided in said resolution shall have and exercise the authority of the Board in the management of the Company; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed upon it or him by law.

Section 2. Other Committees

Other committees not having and exercising the authority of the Board in the management of the Company may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Company, and the President shall appoint the members thereof. Any member whenever in their judgment the best interest of the Company shall be served by such removal.

Section, 3. Term of Office

Each member of a committee shall continue as such until the next annual meeting of the members of the Company and until his successor is appointed, unless the Board of Directors shall order such committee member removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 4. Chairman

One member of each committee shall be appointed chairman

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by the person or persons authorize to appoint the members thereof.

Section 5. Vacancies

Vacancies in the membership of any-committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6. Quorum

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules

Each committee may adopt rules for its own government not inconsistent with these Bylaws or the rules adopted by the Board of Directors.

ARTICLE X

SEAL

The Corporate seal of the Company shall be in the form of a circle and shall have inscribed thereon the name of the Company and the words "Corporate Seal" "California".

 

ARTICIE XI

FINANCIAL MATTERS

Section 1. Contracts

Except as otherwise provided in these Bylaws, the Board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Company, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc.

All checks, drafts, or other orders for payment of money, and all notes, bonds, or other evidences of indebtedness issued in the name of the Company shall be signed by two (2) officers of the Company, or by one officer of the Company and one agent or employee of the Company, provided the agent or employee of the Company has been approved and designated in

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writing by the Board of Directors to have authority to sign.

Section 3. Deposits

All funds of the Company shall-be deposited from time to time to the credit of the Company in such bank or banks as the Board may elect.

Section 4. Fiscal Year

The fiscal year of the Company shall begin on the first day of January of each and every year and shall end on the last day of December.

Section 5. Gifts

The Board of Directors may accept on behalf of the Company any contributions gifts bequests, or devises for the general purposes, or any special purposes of the Company.

ARTICLE XII

MEMBERSHIP CERTIFICATES

Section 1. Membership Certificates

Membership Certificates of the Company shall be issued in such forms as the Board of Directors shall designate and shall be issued over the signatures of the President and Secretary. A certificate book shall be maintained which shall contain a margin on which shall be shown the number, date, and name of the member, as set forth in the corresponding certificate.

Section 2. Fractional Certificates

Membership certificates of the Company shall be appurtenant to the lots and real property as the same are described and set forth above in Article IV of these Bylaws and shall not be transferable except with the conveyance of the lot or other real property for which said certificate is issued. No fractional certificates shall be issued. Such conveyance shall effect the transfer of the certificate appurtenant to that particular lot or real property to its purchaser.

Section 3. Transfer or Assignment of Certificates

Membership certificates of the Company are not transferable or assignable except as specifically provided in these Bylaws.

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ARTICLE XIII

ASSESSMENTS

Section 1. Assessment of Members

Assessments for the installation, maintenance, and improvement of the water system used or owned by the Company may be levied by the Board on the members from time to time as deemed necessary and any such assessments shall be delinquent thirty (30) days from the date of the call therefor, mailed postage prepaid from the office of the Company to such members at their addresses on file with the Secretary.

Section 2. Penalties on Delinquent Assessments

Delinquent assessments shall be subject to such penalties as may be fixed by the Board. Failure of any member to pay any assessments when due may, in the discretion of the Board, constitute a forfeiture of the right to use water from the Company system. However, the defaulting member shall be en- titled to a hearing before the Board at a time and place to be fixed by the Board, and the decision of the Board at any such hearing shall be final.

 

ARTICLE XIV

OPERATION OF WATER SYSTEM

Section 1. Management and Operations Staff

The Board of Directors shall appoint a watermaster, whose duties may include, but are not limited to:

(a) Supervising and assisting in the installation pipelines, water connections, and other works of the Company; and

(b) Supervising the distribution of water.

Subject to the approval of the Directors, the watermaster may employ such assistants as may be necessary. He shall render a report to the President and Directors annually (or oftener if so required) setting forth the result of Company operations and shall perform such other duties as the President or Board may require.

 

 

 

 

 

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ARTICLE XV

MISCELLANEOUS

Section 1. Waiver of Notices for Meetings

A member of the Company or a member of the Board of Directors of the Company may waive in writing any notice of a meeting required to be given by these Bylaws. The Articles of Incorporation, or the General Corporation Law of California. The attendance of a member or Director at any meeting shall constitute a waiver of notice of such meeting by such member or Director, except in case a member or Director shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

Section 2. Rules and Regulations

The Board of Directors shall have power to make and adopt such rules and regulations not inconsistent with law, the Articles of Incorporation or these Bylaws, as it may deem advisable for the management of the business and affairs of the Company.

Section 3. Accounting System and Reports

The Board shall cause to be established and maintained, in accordance with generally accepted principles of accounting, an appropriate accounting system and books of accounts.

Section 4. Record Date and Closing Membership Certificate Book

The Board of Directors may fix a time, in the future, not exceeding thirty (30) days prior to the date of-any meeting of members, or the date for any other action affecting the members as a record date for the determination of the members entitled to notice of and to vote at such meeting, or entitled to

receive the benefit of any such other action and in such case only members of record on the date so fixed shall be entitled to notice of and to vote at such meeting or to receive such benefit, as the case may be, notwithstanding any transfer of any membership certificates on the books of the Company after any record date fixed as aforesaid.

Section 5. Inspection of Company Records

The membership certificate book, the books of account, the Bylaws, and the minutes of the proceedings of members and Directors and of the executive, if any, and other committees of the Directors shall be open to inspection upon the written

 

 

 

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demand of any member at any reasonable time, and for a purpose reasonably related to his interest as a member, and shall be exhibited at any time when required by the Board of Directors at a membership meeting. Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts. Demand of inspection other than at a membership meeting shall be made in writing upon the President, Secretary, or General Manager, if any, of the Company.

Section 6. Reports to Members

Annual reports as required by law, if any, will be given to members and in any event the Board of Directors may cause to be sent to the members annual or other periodic reports in such form-as may be deemed appropriate by the Board.

Section 7. Construction and Definitions

Unless the context otherwise requires, the general pro- visions, rules of construction, and definitions contained in the California General Non-Profit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender in- eludes the feminine and neuter, the singular number includes the plural number, and the plural number includes the singular, and the term person includes corporations as well as natural persons.

ARTICLE XVI

DISSOLUTION

Section 1. Distribution of Assets

In the event of dissolution of the Company, each shareholder shall receive his pro rata portion of the Company's property and assets after all of the Company's debts and liabilities have been paid or provided for, based on the number of shares he is holding at the time of dissolution.

ARTICLE XVII

AMENDMENTS

Section 1. Amendment and/or Repeal of the Bylaws

Except as otherwise provided by law or by the Articles of Incorporation, new Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or the written assent of a majority of members present and voting at a duly called membership meeting.

 

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Section 2. Bylaw Amendments by the Board of Directors

Subject to the right of members to adopt, amend, or repeal Bylaws, as herein provided 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 3. Reserve Fund

The Directors shall include in all assessments a rate structure adequate to establish a reasonable reserve for the replacement of the facilities. Unimproved property within the area served shall bear an appropriate share of the costs of maintaining such a reserve.

 

 

 

 

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

1. That I am the duly elected and acting Secretary of THE FOLSOM LAKE MUTUAL WATER COMPANY, a California Corporation; and

2. That the foregoing Bylaws comprising of seventeen (17) pages constitute the Bylaws of said corporation as duly adopted at a meeting of the Board of Directors thereof duly held in Walden Woods 14 July, 1977.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the Seal of said corporation this 14th day of July, 1977.

Signed Robert B. Miller

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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