ARTICLE 8: OFFICERS

BRMWC Bylaws

ARTICLE EIGHT – OFFICERS

1. Generally: The officers of the Company shall be a President, Vice-President, Secretary and Chief Financial Officer (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 Financial Officers, and such other officers as may be appointed in accordance with the provisions of the immediately following section. One person may hold two offices or more, except those of President and Secretary.

2. Election and Term: The officers of the Company shall be elected annually by the Board of Directors at the regular annual meeting of the Board. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New officers may be created and filled at any meeting of the Board. Each officer shall hold office until his successor shall have been duly elected and qualified.

3. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board for the unexpired portion of the term.

4. Terms of Employment: The Board may employ, appoint, 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 this Article and the provisions of written contracts of employment, if any.

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.

5. Chairman of the Board: The Chairman of the Board, if there be such an officer 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/her by the Board or prescribed by the Bylaws.

6. President: The powers and duties of the President are:

A. He/she 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/she 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 these Bylaws to some other officer or agent of the Company or shall be required by law to be otherwise signed or executed; and

C. He/she shall in general perform all duties incident as may be prescribed by the Board from time to time.

7. Vice-President: In the absence of the President, or in the event of his/her 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/her by the Board or the President.

8. Secretary: The duties of the Secretary are as follows:

A. He/she 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/she shall see that all notices are duly given in accordance with these Bylaws or as required by law;

C. He/she shall be custodian of the Corporate Records and shall execute on behalf of the Company documents duly authorized in accordance with the provisions of these Bylaws;

D. He/she shall keep a register of the names and post office addresses of all members;

E. He/she 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 inspection of any member, and at the expense of the Company forward a copy of the Bylaws and all amendments thereto to each member);

F. He/she shall have general charge of the books of the Company; and

G. He/she 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/her by the Board or the President.

9. Chief Financial Officer: The duties of the Chief Financial Officer (Treasurer) are as follows

A. He/she shall have charge and custody of and be responsible for all funds and securities of the Company;

B. He/she shall be responsible for the receipt of, and the issuance of receipts for, all moneys due and payable to the Company and for the deposit of all moneys in the name of the Company in such bank or banks as shall be selected in accordance with the provisions of these Bylaws; and

C. He/she shall in general perform all the duties incident To the office of Chief Financial Officer, and such other duties as from time to time may be assigned to him/her by the Board or the President.

10. Water Usage Officer: The duties of the Water Usage Officer are:

A. He/she shall be responsible for overseeing all the Usage by the Shareholders of the Company.

B. He/she shall be responsible for the interfacing with the Shareholders that have exceeded the water usage guidelines as set by the Board.

C. He/she shall be responsible for the interfacing with the Shareholders that have not paid their monthly fees, as determined by the Board.

D. He/she shall in general perform all the duties incident to the office of Water Usage Officer, and such other duties as from time to time may be assigned to him/her by the Board or the President.

11. Operations and Maintenance Officer: The duties of the Operations and Maintenance Officer are:

A. He/she shall have charge and custody of and be responsible for overseeing all the maintenance and Operations of the Company.

B. He/she shall be responsible for the interfacing with the Water maintenance contractor that is responsible to maintain the Best Road Mutual Water Company.

C. He/she shall in general perform all the duties incident to the office of Operations and Maintenance Officer, and such other duties as from time to time may be assigned to him/her by the Board or the President.

12. Subordinate Officers: The Board may appoint such other officers as the business of the Company may require, including but not limited to assistant Secretaries and Assistant Financial Officers, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these bylaws or as the Board may from time to time determine.