CORPORATE DOCUMENTATION
Origins
The West Almanor Mutual Water Company is a 501(c)(12) [not-for-profit] private corporation first registered with the State of California on May 2, 1974. It is assigned California Corporation No. C0713627. It was formed by the original developer of Lake Almanor West for the purpose of providing domestic water service to the properties within the development. The property owners of the development are the owners of WAMWCo, with each residential parcel having one share of ownership. Most corporate documentation refers to the owners / shareholders as “members.” A five member Board of Directors elected from the property owner membership provides oversight and policy direction to the employees of the company.
Bylaws
The following reproduces the Bylaws of the West Almanor Mutual Water Company in their entirety, most recently amended and adopted in June of 2010. It should be noted that corporate documentation is in a review and update process to bring it into alignment with recent changes in California statutes; what is found here represents adopted material prior to those changes. As updated documentation is completed and formally adopted by the WAMWCo Board it will be posted on this website.
Article I. Office
Section 1.01 Principal Office. The principal office for the transaction of the business of the corporation is hereby fixed and located at Chester, County of Plumas, California. The Board of Directors is hereby granted full power and authority to change the principal office from one location to another in said County.
Section 2.02 Other Offices. Branch and subordinate offices may be established by the Board of Directors at any place or places where the corporation is qualified to do business.
Article II. Meetings of Members
(Note that Article II refers to meetings of MEMBERS rather than meetings of the Board of Directors.)
Section 2.01 Time and Place of Annual Meeting. The regular annual meeting (“Annual Meeting”) of members of the corporation shall be held at the Recreation Area at Lake Almanor West in Chester, California, on the first Saturday of July of each year at 2:00 pm unless the Board of Directors shall fix some other time and place.
Section 2.02 Purpose of Annual Meeting The Annual Meeting of the members shall be for the purpose of opening, counting, and tabulating the ballots for the annual election of Directors and any other matters on the ballot being voted on by the members. No action other than tabulation of the ballots by the inspector(s) of election shall be conducted and there shall be no quorum requirement for any such meeting of the members. The number of positions on the Board of Directors subject to the election shall be filled by the candidates receiving the highest number of votes.
Section 2.03 Special Meetings. Special meetings of the members may be called at any time by the president, Board of Directors, or by members representing 10 percent of the outstanding memberships of the corporation. The time of holding such meetings shall be at least fifteen days after the date of such call. The place of the meetings shall be in the Chester area. If the call is made by the members, they must file it in writing with the secretary of the corporation, signed by the requisite number of members stating the purpose of the meeting, and the date and place it will be held. The purpose of the meeting shall be stated in the notice thereof, and no other business shall be transacted at such meeting, other than that specified in the call and notice. If the call is made by the Board of Directors, the purpose of the meeting shall also be stated in the notice thereof, and no other business shall be transacted at the meeting other than that specified in the call and notice.
Section 2.04 Notice of Meetings. Notice of all members’ meetings, both regular and special, shall be given by the secretary of the corporation by mailing a notice of such meeting to each member at his address as it appears on the books of the corporation not less than ten or more than 35 days before such meeting. The failure of any members to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting.
Section 2.05 Quorum and Proxies. Twenty-five percent of the outstanding memberships of the corporation, represented either in person or by proxy, shall be necessary for the transaction of business at all meetings of the members. At such meetings representation by proxy duly appointed shall be allowed and such proxy shall be in writing and filed with the secretary of the corporation. If a quorum is not present, a majority of those members who are present may adjourn the meeting from time to time. “Proxy” shall mean a written authorization signed by a member or a member’s attorney in fact giving another person or persons power to vote for such member, as defined in Corporations Code Section 5069. Use of proxies in connection with the annual membership meeting for the election of Directors is expressly prohibited.
Section 2.06 Voting. Any member whose name appears on the books of the corporation as a member shall be entitled to be present and vote at all members’ meetings, and shall have one vote for each membership which he owns as shown by the books of the corporation. Voting may be by voice or by ballot; provided, that all elections for Directors shall be by the written ballot method described in Corporations Code Section 7513. Members may accumulate their votes for Directors as provided in Corporations Code Section 7615. The candidates receiving the highest number of votes shall be elected. All other questions shall be decided by a majority of the votes cast, unless otherwise provided by these bylaws or the articles of incorporation.
Section 2.07 Nomination Procedures. Nominations of candidates for election to the Board of Directors may be made by a Nominating Committee, by petition in accordance with Corporations Code Section 7521(b), or by self nomination. The Board shall appoint a Nominating Committee prior to any election of Directors. On or before the deadline for nominations, the Nominating Committee shall nominate as many candidates for election to the Board as it shall in its discretion determine, but not less than the number of positions on the Board that are to be filled in the election. All nominations shall be made from among members in good standing. Member means a person whose name appears on the books of the Corporation as a member. Notice of self nomination must be received prior to the deadline for nominations.
Section 2.08 Deadline for Nominations. The deadline for nominations shall be set by the Board and shall not be less than thirty-five (35) and not more than forty-five (45) days prior to the date for mailing ballots for the election of Directors.
Section 2.09 Notice of Known Candidate Names. The names of all members known by the Board to be qualified candidates for election to the Board as of the deadline for nominations shall be set forth on the ballot for election of Directors.
Section 2.10 Publication of Election Material. If any election material is published by the corporation soliciting a vote for a candidate for the Board, all other nominees shall be given an equal amount of space in the same publication.
Section 2.11 Mailing of Election Material to Members. Upon the written request by any nominee for election to the Board and payment of the reasonable costs of mailing (including postage), the corporation shall within 10 business days after such request (providing payment has been made) mail to all members, or such portion of them as the nominee may reasonably specify, any material, which the nominee may furnish and which is reasonably related to the election.
Article III. Directors
Section 3.01 Powers. Subject to any limitations of the articles of incorporation, by bylaws of the corporation and the laws of the State of California, the Board of Directors shall manage and control the business and affairs of the corporation, and shall have all corporate powers necessary therefor. The powers of the Board of Directors shall include (a) the right to fix, determine, levy and collect water rates and charges, service charges, and assessments upon all memberships in the corporation; provided that such charges and assessments shall be sufficient only to pay the debts, expenses, including estimated expenses, and to provide for the creation of adequate reserves of the corporation, and shall be without profit to the corporation; (b) to forfeit and sell memberships of the corporation for nonpayment of assessments, in such manner as the Board may determine by resolution; and (c) to issue and enforce rules and regulations for the delivery and use of water, and the termination of water service for delinquency in the payments of rates, charges or assessments. This corporation is not organized for profit, and no dividends shall ever be paid to its members.
Section 3.02 Number of Directors. The number of Directors of the corporation shall be five (5).
Section 3.03 Term of Office. The Directors shall be elected at each annual meeting of the members, but if any such annual meeting is not held or the Directors are not elected at such meeting, the Directors shall hold office until their respective successors are elected. Directors may be elected at any special meeting of the members held for that purpose.
Section 3.04 Vacancies. Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, although less than a quorum, or by a sole remaining Director.
Section 3.05 Place of Meetings. Regular meetings of the Board of Directors shall be held at the principal office of the corporation. The Board of Directors is authorized to designate, from time to time, a place or places other than specified above as the place for regular meetings of the Board of Directors. The Board of Directors is further authorized to hold its meetings at any place designated by the written consent of all members of the Board.
Any meeting of the Board of Directors may be held by telephone conference call in which all or certain of the Directors are not physically present at the place of the meeting, but participate in the conduct thereof by telephone, and for the purpose of determining the presence of a quorum and for all voting purposes, such Directors shall be considered present and acting.
Section 3.06 Time of Regular Meetings. Regular meetings shall be held once a year immediately after the annual meeting of members. Notice of such meetings is hereby dispensed with.
Section 3.07 Special Meetings. Special meetings of the Board of Directors may be called by either the president or by a majority of the members of the Board then serving. Such call shall be in writing and executed by the president or the required number of Directors, shall state the purpose of the meeting, the time at which it will be held (which shall be at least twenty-four hours after the date of such call) and shall be filed with the secretary, who shall give notice of the meeting by telephone, mail or otherwise at least twenty-four hours before the time of holding the meeting. Any written notice shall state the purpose of the meeting, and no other business shall be transacted other than the business stated in the call. With consent of all Directors, a meeting may be held at any time without notice, and any business may be conducted thereat. Special meetings of the Board may be held at a place designated in the call or at the principal office.
Section 3.08 Quorum. A majority of Directors shall constitute a quorum for the transaction of business at any meeting.
Section 3.09 Action by Consent of Board Without Meeting. Any action required or permitted to be taken by the Board of Directors under any provision of the California General Corporation Law may be taken without a meeting, if all members of the Board shall 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 a unanimous vote of such Directors. Any certificate or other document filed under any provision of the California General Corporation Law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that these bylaws authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.
Section 3.10 Compensation. Directors shall receive no compensation but may receive for attendance at any meeting such per diem and travel expenses as may be fixed by resolution of the Board.
Section 3.11 Indemnification. The Corporation has the power to indemnify any person who is or was a Director, officer, employee, or other agent of this corporation, or is or was serving as such of another corporation, partnership, joint venture, trust, or other enterprise, at the request of this corporation, against expenses, judgement, fines, settlements, and other amounts actually and reasonably incurred in connection with any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, as provided in Section 317 of the California Corporations Code, as that section now exists or may hereafter from time to time be amended to provide.
Indemnification shall be provided by the Corporation if authorized in the specific case, upon a determination by a majority vote of a quorum consisting of Directors who are not parties to such a proceeding or, if such a quorum of Directors is not obtainable, by independent legal counsel in a written opinion, that the indemnification is proper in the circumstances because the Director, officer, employee or other agent, acted in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was not unlawful.
Should indemnification be provided as stated in the above paragraph, expenses incurred in defending any proceeding shall be advanced by the corporation prior to the final disposition of the proceeding upon receipt from the person of an undertaking by or on behalf of the person to repay that amount if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized.
Subject to the requirements of the California Corporations Code, “wrongful act” shall mean any actual or alleged error or misstatement or misleading statement or act or omission or neglect or breach of duty by the person in the discharge of their duties, individually or collectively, or any matter claimed against them solely by reason of their being Directors and officers of the company.
Article IV. Officers
Section 4.01 Officers. The officers of the corporation shall be a president, vice president, secretary and treasurer, and such other officers as may be appointed by the Board. Any two or more offices, except those of president and secretary, may be held by the same person.
Section 4.02 Election. The officers of the corporation shall be chose annually by the Board of Directors at its first meeting following the annual meeting of members, and each shall hold office until he shall resign, be removed or otherwise disqualified to serve or his successor shall be elected and qualified.
Section 4.03 Duties. The president shall preside at all meetings of the Directors and members, and in general, shall be the principal executive officer of the corporation. The secretary shall keep the books and records of the corporation, and shall give notices of meetings as provided herein, and do such other things as the Board of Directors may direct. The treasurer of the corporation shall receive all funds of the corporation, and shall pay out the same upon the order of the president and secretary. The vice president shall act in the absence of the president. In the absence of such officers at any Directors’ or members’ meeting, the meeting shall organize by a member pro team to such office.
Article V. Use of Water
Section 5.01 Service Area. Water shall be delivered to members for use only upon all that certain real property situate in the County of Plumas, State of California, more particularly described on Exhibit “A” attached hereto and made a part hereof by reference.
Section 5.02 Water Entitlement. There shall be no fixed water duty per membership, but so long as water is available, each member shall have a right to such water as he may need to put to beneficial use, provided he pays the cost therefor as determined by the Board. The rights of members, however, to receive water from the corporation are correlative, and in the event the corporation should not have sufficient water to meet all demands of members, water shall be allocated proportionately among the members in accordance with the number of memberships which each member owns.
Section 5.03 Rates and Assessments. The Board of Directors shall fix, determine, levy and collect such water rates or charges based upon deliveries of water, standby charges based on the availability of water, service charges and/or assessments upon all memberships in the corporation as may be necessary for the purpose of paying its debts and expenses, either incurred or estimated to be incurred, and for the creation of reserves.
The Board of Directors shall annually levy and collect an assessment upon the outstanding memberships for the purpose of creating a maintenance and system replacement reserve. This reserve shall be funded in a manner which will provide the necessary revenues for all normal maintenance and system replacement over the expected life of the water system.
Section 5.04 Subdivisions. All water systems installed in any subdivision to be served by the corporation shall be constructed in accordance with the requirements of all governmental bodies having jurisdiction, and pursuant to plans and specifications approved by the corporation.
Section 5.05 Rules and Regulations. The Board shall make additional rules and regulations concerning delivery of water as may from time to time be required.
Article VI. Financial Matters
Section 6.01 Incurring Indebtedness. The Board of Directors shall have the power to borrow money or otherwise incur indebtedness in the name of the corporation, and to issue evidence thereof.
Section 6.02 Contracts. Except as otherwise provided by 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 and on behalf of the corporation and such authority may be general or confined to specific instances.
Section 6.03 Checks, Drafts, etc. All checks, drafts and other orders for the payment of money and all notes, bonds or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, employee or employees of the corporation and in such manner as shall from time to time be determined by resolution of the Boad.
Section 6.04 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such bank or banks or insured money market accounts as the Board may elect.
Section 6.05 Fiscal Year. The fiscal year of the corporation shall begin on the first day of January of each and every year and shall end on the last day of December.
Section 6.06 Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or any special purpose of the corporation.
Section 6.07 Distribution of Assets Upon Dissolution. Upon dissolution of the corporation, after determining that all known debts and liabilities of the corporation have been paid or adequately provided for, the remaining assets shall be distributed to the members in proportion to the number of memberships held by each member at the time of dissolution.
Article VII. Memberships
Section 7.01 Appurtenant to Land. All memberships shall be appurtenant to the land where the water is used, and such land shall be described in the membership certificate. All such land must be within the service area of the corporation as described by the bylaws. All persons who become owners of lots or parcels within the service area of the corporation as described in Article V, Section 1 of these bylaws shall, by reason of said ownership, become members of the corporation and be issued membership certificates as described below upon providing such consideration to the corporation as prescribed by the Board of Directors.
All persons who become owners of a separate interest in a space (a “condominium unit”) in a condominium project constructed on land situated with the service area of the corporation shall, for the purposes of these bylaws, be considered to be an owner of a lot or parcel within the service area of the corporation and entitled to membership on the same terms and conditions as the owners of other lots or parcels. The membership of a condominium unit owner shall be subject to all the same rights and obligations as the membership of any owner of a fee interest in a lot or parcel within the service area of the corporation.
Section 7.02 Membership Certificates. Membership of the corporation shall be in such form as the Board of Directors shall designate and shall be issued over the signature of the president and secretary. A certificate book shall be maintained which all contain a margin on which shall be shown the number, date and number of the member, as set forth in the corresponding certificate.
Section 7.03 Memberships per Acre or Lot. Memberships shall be apportioned on the basis of one membership per subdivided residential lot entitled to receive water.
Section 7.04 Transfer. No membership shall be transferred until all assessments, water charges or other indebtedness of the transferring member to the corporation have been paid in full. No transfer of membership shall be binding upon the corporation unless and until duly entered upon its books. The party requesting transfer of a membership shall present the corporation with either (i) a duly recorded deed showing that party to be the owner of the real property or (ii) a written statement from a reputable title company, showing that he is the owner of the land to which the membership is appurtenant. The Board may determine such additional terms and conditions of transfer from time to time as it deems necessary to insure the proper transfer of memberships and surrender of water rights accruing therefrom.
Section 7.05 Assessments. All assessments shall be levied by resolution of the Board of Directors, and written notice thereof shall be mailed to all members at their addresses as they appear on the books of the corporation.
The Board shall determine in its resolution the date by which the assessment shall be paid, which shall not be less than thirty days after the notice of assessment has been mailed.
Assessments not paid by this date shall become delinquent and shall bear interest at the rate of one percent (1%) per month. The corporation shall send written notice by certified or registered mail to all members whose assessments have become delinquent advising them that such assessments must be paid within thirty days after such notice or their memberships will be forfeited or legal action will be taken against them to collect the assessment. Such written notice shall be sent to the address of the member as it appears on the books of the corporation, or if such address is different, also the land to which such membership is appurtenant. If such delinquent assessments are not paid within thirty days as specified in the notice, then the Board of Directors may order such delinquent memberships forfeited to the corporation and termination of water service to the property to which membership is appurtenant. The Board of Directors may adopt such additional rules and regulations concerning assessments and procedure upon delinquency as may from time to time be required, including but not limited to the adoption of rules and regulations authorizing the commencement of legal actions to collect delinquent assessments as authorized by the articles of incorporation. The Board of Directors may permit redemption of forfeited memberships, which have not been reissued, and restoration of water service upon payment of all assessments together with interest thereon at the rate of one percent (1%) per month, and together with such other charges as the Board may deem appropriate, but the Board shall not be required to allow such redemption or restoration.
Article VIII. Miscellaneous
Section 8.01 (deleted)
Section 8.02 Corporate Records. The corporation shall maintain adequate and correct books, accounts and records of its business and properties, all of which shall be kept at its principal place of business, and shall be open to the inspection of shareholders in the manner provided by law.
Section 8.03 Annual Report. The corporation shall prepare and distribute to members within 120 days of the close of the fiscal year an annual report in writing covering the activities of the corporation for the prior fiscal year, together with a balance sheet as of the closing date of such year, and together with a statement of income and profit and loss for such year and cashflows. Such financial statements shall be certified to by a certified public accountant. A statement of the place where the names and addresses of current members are located shall be sent with the report.
Section 8.04 Corporate Seal. The corporate seal shall be circular in form, and shall bear the following language:
Mutual Water Company
Incorporated April 1, 1974
State of California
Section 8.05 Amendment to Bylaws. These bylaws may be amended or repealed, or new bylaws may be adopted, by the vote or written consent of members entitled to exercise a majority of the voting power of the corporation. Subject to Section 8.06, the Board of Directors may also amend or repeal any of these bylaws, and adopt new bylaws, by a majority vote of the Board unless doing so would:
(a) materially and adversely affect the members’ rights as to voting, dissolution, redemption, or transfer;
(b) increase or decrease the number of members authorized in total or for any class;
(c) effect an exchange, reclassification, or cancellation of all or part of the memberships; or
(d) authorize a new class of membership.
Section 8.06 Amendment by Board Requiring Members’ Approval. The Board of Directors may not, without the members’ approval, specify or change any bylaw that would:
(a) fix or change the authorized number of directors;
(b) fix or change the minimum or maximum number of directors;
(c) change from a fixed number of directors to a variable number of directors or vice versa;
(d) increase or extend the terms of directors;
(e) allow any director to hold office by designation or selection rather than by election by the members;
(f) increase the quorum for members’ meetings;
(g) repeat, restrict, create, expand, or otherwise change proxy rights; or
(h) authorize cumulative voting.
(Certified, subscribed and signed by Board Secretary Wayne Sperr)
Other Documentation
Excerpts of selected WAMWCo policies and procedures are found in the following sections. These relate to frequently asked questions and common issues.
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