Best Road Mutual Water Company
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BRMWC Bylaws

1. Members: Members of this Company shall be limited to the owners of real property in the following service area of the Company, and any additional by the Board of Directors and the County of San Benito outside who petition for membership: See Attached "Exhibit A"

A purchaser of any lot or parcel of land under contract shall also be deemed to be an owner for the purposes of these Bylaws. A lot or parcel of land held as community property shall qualify the owners thereof for one membership certificate only in the Company, which membership certificate shall be in the names of both spouses, as community property. As to any lot or parcel of land held in community property, joint tenancy, tenancy in common, or in the name of a partnership, or in any other way, only one person of any number of such co-owners shall be a member of this corporation.

2. Eligibility for Holding Stock: All persons who become owners of lots or parcels of real property in the service area described in the above paragraph shall automatically acquire a membership in the Company. For the purpose of these Bylaws. Lots shall consist of those lots described and set forth in Subdivision Maps from time to time filed in the Office of the County Recorder of this County, and lots resulting from any further subdivision of any lot set forth and described in any such Subdivision Map filed at this time.

3. Recordation: Upon acquiring a membership interest, the Company and the new member shall jointly execute and record an acknowledged agreement that the respective member's interest in the water Company has become appurtenant to the title of the lot or parcel owned by such member and shall be transferred automatically on grant of that property to the successors in interest by such member and shall further provide that such member's real property is subject to the provisions of the Articles and Bylaws of the Company, together with all liens and assessments levied pursuant thereto.

4. Voting Rights: Each member shall be entitled to one vote for each membership that he shall hold. It shall not be necessary that a member himself reside on the membership parcel in order for him to have one vote. No other distinctions shall exist between members except that a member must be in good standing in order to vote his membership certificate. Members may accumulate their votes for directors.

5. Member in Good Standing: A Member in good standing is defined as being current on all monies owed to the Company and has no outstanding issues against the Company’s Offering Circular or its By-Laws. If a Member has any outstanding issues with the Company the Member may not hold any office in the Company or have any voting rights on matters pertaining to the Company. If there is an issue with respect to a Member being in good standing, the Member may appear before the Board and request relief.

6. Termination: The Board of Directors may suspend or expel a member if such member does not comply with the Articles or Bylaws of this Company, or becomes in default in his payment of assessments for a period in excess of Ninety (90) days; provided that the following procedures are substantially complied with:

A. Written notice of the proposed suspension or expulsion, and the basis, both factual and legal therefor is given to such member in writing at least Thirty (30) days prior to a scheduled hearing. If such member is not available, after due diligence in trying to ascertain his location in order to give such written notice either personally or by certified mail, then a substituted service may be accomplished upon him by publishing a notice of such meeting in a newspaper of general circulation in this County at least once Thirty (30) days prior to the hearing;

B. At the time of the hearing, at least 2/3rds of the members of the Board must be present to constitute a quorum, and at least 2/3rds of the members of the Board must vote for such suspension or expulsion after such member has been given an opportunity to respond to such charges;

C. Upon suspension or expulsion, a document of such suspension or expulsion shall be recorded with the Recorder of this County, and a copy mailed to the last known address of the member;

D. Suspension or expulsion shall not relieve the member or his property from liability for liens and assessments incurred prior to the date of such suspension or expulsion.

7. Resignation: Any member may cancel his membership by filing a written cancellation with the Secretary of the Company, but such cancellation shall not relieve the member so cancelling of the obligation to pay dues, assessments and other charges theretofore accrued and unpaid. Such a resignation shall not terminate the member's obligation to pay the future dues, assessments and other charges. Said obligations shall continue even though a member no longer uses the water system.

8. Reinstatement: After a member has been suspended or expelled for non-payment of assessments under this Article, he has six months to request reinstatement. Said request must be in writing delinquent installment was due for failure to pay in a timely fashion. If the written request is within the six (6) months following expulsion or suspension, signed by the former member and filed with the Secretary of the Company, and includes the requisite overdue assessments and necessary penalty payments, the Board of Directors must reinstate such former member to his former membership under the same terms and conditions as applied to said member prior to his expulsion or suspension. If a member is suspended or expelled for not complying with the Articles or Bylaws of the Company, other than the payment of assessments, or if the six (6) months' time period has run since the date of suspension or expulsion, the Board may, upon written request, signed by the former member and filed with the Secretary of the Company, reinstate said former member upon such terms and conditions as the Board may deem appropriate.

9. Transfers of Memberships: Memberships in this Company are transferable or assignable only with the transfer or assignment of the lot or parcel of land to which it is appurtenant.

10. Rights and Liabilities: No member of this Company shall have any right, title or interest in or to any assets of the Company, except upon dissolution. The private property of members shall be exempt from execution or other liabilities for any debts of the Company, and no members shall be liable or
responsible for any debts or liabilities of the Company.

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