Best Road Mutual Water Company
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BRMWC Bylaws

1. Place: The Board of Directors may designate any place, either within or without the State of California, as the place of meeting for any annual meeting or for any special meeting. If no designation is made, the place of meeting shall be the principal office of the Company; but if all members shall meet at any time and place, either within or without the State of California, 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.

2. Annual Meeting: The annual meeting of members shall be held each year on a date and at a time designated by the Board of Directors, 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 event of such failure, the annual meeting shall be held within a reasonable time thereafter.

3. Special Meetings: Special meetings of the members may be called by resolution of the Board of Directors or by members holding not less than 1/5th of the total voting power and it shall there upon be the duty of the Secretary to cause such notice of the meeting to be given as hereinafter provided.

4. Notice of Meetings: Written notice stating the place, day and hour of the meeting. and in case of special meetings, or an 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 or by mail, by or at the direction of the Secretary, or upon his/her default, by any director or by the persons calling the meeting, to each member. If mailed, such notice shall be deemed to have been 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.

5. Quorum: A majority of the total number of members entitled to vote shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present in person or by proxy may adjourn the meeting from time to time without further notice.

6. Voting: Each member who has a residence on his lot shall be entitled to only one vote at a meeting of members. All questions shall be decided by a vote of a majority of members voting thereon in person or by proxy. except as otherwise provided by law, the Articles of Incorporation, or these Bylaws. The manner of voting may be by ballot, mail, or reasonable means provided in these Bylaws, and amendments thereto, or as directed by the Board of Directors.

7. Proxies: At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

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

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