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Big Basin Public Water Initiative

  Articles of Association of Unincorporated Association

The undersigned, being two natural persons of lawful age, all of whom reside within Santa Cruz County, California, hereby adopt the following Articles of Association for the purpose of organizing an Unincorporated Association at a meeting called for that purpose, and do hereby execute the following Articles of Association:

 

Article One

Name

The name of this Association and the name by which it shall be known is: Big Basin Public Water Initiative and referred to below as the Association.

 

    Article Two

     Purposes

The objects and purposes of this Association shall be as follows:

A.  The specific and primary purposes for which the Association is formed are to operate as an entity to represent the customers served by Big Basin Water Company at the time when these Articles of Association were formed.

B.  The general purpose for which the Association is formed is to represent and communicate on behalf of the customers served by Big Basin Water Company at the time when these Articles of Association were formed.

C.  This Association shall have and exercise all rights and powers conferred on unincorporated associations generally under the laws of the State of California, provided, however, that the Association is not empowered to engage in any activity that is not itself in furtherance of its purposes as set forth in these articles.

 

Article Three

 Mission Statement

The Association shall uphold and adhere to the following mission statement when involved in decision making and actions. “Obtain safe, reliable, consistent, affordable water for the community currently served by Big Basin Water Company.”

 

Article Four

 Membership

A. Members. Individuals, businesses, public organizations, and private incorporated and unincorporated associations who support and agree to the objectives and purpose of this Association shall be eligible for membership. Any interested party shall be subject to approval by the Board of the Association and based on an application available upon request. Members must be at least 18 years of age. Member organizations and other Associations shall be entitled to one representative to be selected as desired by the organization. Any member of the Association will act in accordance with the mission statement of the Association. 

 

B. Classification of Members. Members shall be classified as either Regular Members or Associate Members based on the following criteria.

          (i) Regular Members must be in the Big Basin Water Company service area, either as a property               owner, tenant, or business. Regular Members are granted voting rights within the Association. If               a Regular Member at any time is no longer in the Big Basin Water Company service area, they                   shall notify the Association and their membership classification shall be changed to Associate                   Member.

          (ii) Associate Members are those individuals or entities not in the Big Basin Water Company                        service area and shall not be granted voting rights.

 

C. Authority of Members. Members shall not have the authority to represent the Association in any correspondence, negotiation, contract, or activity without written approval by majority vote of the Board of the Association, or otherwise explicitly requested by the Board of the Association to do so. Written approval shall be given by electronic mail.

 

D. Termination of Membership.  A membership shall terminate on the occurrence of any of the following events:

(i)       Resignation of the member provided in writing to the Association.

        (ii)      Termination of the membership by a majority vote of the Board of the Association given in

                  writing to the Member.

 

E. Cause for Termination of Membership

(i)       Member has not adhered to the mission statement of the Association

(ii)       Member has misrepresented the Association.

(iii)      Member has acted outside the approved activities of the Association per Article four

           Section C.

(iv)     Member exhibits a pattern of disruptive, offensive and/or aggressive behavior.

                     

F. Memberships Not Transferable. No membership or right arising from membership shall be transferred. All membership rights cease on the death of a member.

 

           Article Five

         Voting

A. Voting rights within the Association shall be in effect for Regular Members only.

 

B. Each Regular Member, as defined in Article Four, shall have one vote on any matter to be voted on by the membership of the Association only if they qualify as a Regular Member as set forth by Article Four at the time the vote takes place.

 

C. Voting rights outside of and beyond the scope of the Association are not guaranteed or warranted by the Association.

 

D. Voting rights of Board Members at Board meetings shall be in effect only for Board Members in attendance for the vote.

 a. Attendance shall be considered in person or via live online conferencing.

 

E. Voting at Board meetings shall take place only when a quorum of three Board members is met.

 

F. Voting rights shall be in effect only for Regular Members in attendance for the vote. 

 a. Attendance shall be considered in person or via live online conferencing.

 

G. The Board of Directors shall acknowledge and uphold the majority vote of Regular Members.

H. In such case as an individual holds more than one position within the Association with voting rights, the individual shall have only one vote on any matter to be voted on by the Association.

         Article Six

         Trustees

A. This Association shall have 2 Trustees, who will oversee the activities of the Association and execute the powers of this Association, subject, however, to the purposes stated in these Articles. The names and addresses of the persons who are appointed as first Trustees are:

Shandra Hunt - (address removed for privacy purposes)

Patrick LaBruzzo - (address removed for privacy purposes)

B. A Trustee may hold a position on the Board of the Association, in addition to the position of Trustee, subject to the terms of these Articles of Association.

 

C. Termination of Trustees.  Termination of a Trustee shall occur on any of the following events:

(i)        Resignation of the Trustee given by written notice 30 days​

    (ii)        Termination of the Trustee by a majority vote of the Board of the Association.

 

D. Upon termination of a Trustee, a new Trustee shall be nominated by the Board of the Association and shall be appointed by a majority vote of the Board of the Association.

 

Article Seven

 Officers

A. The Officers of this Association shall consist of a Facilitator, Secretary, and three Directors

(i) Facilitator.  The Facilitator shall act as the general manager and chief executive officer of the Association. The Facilitator shall uphold and adhere to the mission statement of the Association in all dealings with Trustees, Officers, Members and Organizations. The Facilitator shall preside at all meetings of the Association.

 

(ii) Secretary.  The Secretary shall keep or cause to be kept, a log of minutes of all meetings of the Association. The minutes shall include the time and place of meeting, the notice thereof given, and the names of those present and the proceedings thereof. Minutes shall be made available to Members upon request. The Secretary shall ensure smooth running of board meetings.

 

(iii) Director. The Directors are responsible for the establishment of policies relative to the Association’s mission statement, goals, and operations.

 

B. The Officers shall be elected annually by majority vote at the annual meeting of the members and shall serve for a term of 1 year, until respective successors are elected or as defined in Section C and Section D of Article Seven.

(i) Regular Members of the Association shall be eligible for election with approval of the majority vote by Association Members

 

C. The Officers must qualify as a Regular Member throughout the duration of their term. If an Officer at any time is no longer in the Big Basin Water Company service area, they shall notify the Association and shall be dismissed as an Officer.

D. Termination of Officers.  Termination of an Officer shall occur on any of the following​ events:

(i)  Resignation of the Officer given by written notice 30 days prior.

(ii)  Termination of the Officer by a majority vote of the Association.

(iii) Officer is no longer in the Big Basin Water Company service area, either as a property owner, tenant, or business.

 Article Eight

      Board of the Association  

A.  The Board of the Association shall consist of one (1) Facilitator, one (1) Secretary, and three (3) Directors.

B.  The Board of the Association shall be the governing entity of the Association.

C.  Board Members shall each have one vote on any matter to be voted on by the Association.

 

Article Nine

   Compensation

Members, Officers, Trustees, or organizers of this Association, and any substantial contributor to this Association shall not receive any compensation for service to or on behalf of the Association. 

Article Ten

Meetings

A. The Association is not subject to the Brown Act as defined by the Brown Act Compliance Manual at the time when these Articles of Association were formed.

B. An annual meeting of the Association shall be held on the 3rd Saturday of February of each year at such time and place as the Board of the Association shall from time to time by resolution determine. Members shall be notified by electronic correspondence of each such meeting at least 30 days prior to the meeting. Other meetings of the membership may be held when the Board of the Association shall determine necessary, and like notice of such meetings shall be given to the membership.

 

C. Meetings of the Association other than the annual meeting may be called by the Board of the Association as deemed necessary. Notification shall be given to Members by the Secretary via electronic mail.

 

D. Action Without Meeting.  Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if such action is within the Board of Directors’ usual and regular actions.

E. The Board of Directors reserves the right to meet and conduct day to day necessary activities without notification to the Members of the Association. Documentation of such activities is not subject to publication.

 

F. The Board of Directors reserves the right to hold closed meetings at the discretion of the Board of Directors. Members of special committees shall be allowed to attend at the discretion of the Board of Directors. Documentation of closed meetings is not subject to publication.

 

G.  Members may request a meeting of the Association which shall be submitted in writing to the Board of the Association. The written request shall include the name of member or members requesting the meeting, the reason the meeting has been requested and proposed dates for the meeting. Meeting requests shall be approved by the Board of the Association prior to scheduling.

(i) Meetings considered for approval will be based on the following criteria;  special voting and emergency situations, all other proposed meetings outside of the stated criteria will be approved on a case by case basis.

Article Eleven

Address

The location of the principal place of business of this Association is (removed for privacy purposes)  Boulder Creek, Ca 95006. The location may be changed upon approval of the Board of the Association.

                                                          

Article Twelve

Amendments

These Articles of Association may be amended by the majority vote of those voting at any meeting of the membership called for that purpose, provided that the notice of meeting of the membership shall have stated the nature of the proposed amendment.

 

  Article Thirteen

  Nondiscrimination

The Association does not discriminate against any person on the basis of race, color, national origin, disability, age, gender, or sexual orientation in admission, treatment, or participation in its activities and admission of its Members.

 

Article Fourteen

    Limitation of Liability 

Trustees, Officers, and Members of the Association will not be personally liable for claims of every kind, whether known or unknown, for any loss, damage, or legal liability that may arise or result from activities,correspondence and negotiations, when performed under this agreement.

  Article Fifteen

           Termination of the Association

The Association may be terminated in full upon the review and determination of the Trustees and the Board of the Association. Termination shall require a majority vote of the Trustees and the Board of the Association. Upon termination of the Association, the governing body shall be immediately dissolved, and all records of the Association will be held in the possession of one of the former Trustees for a period of no less than 3 years.

 

  Article Sixteen

Changes to the Association

Fundamental and/or material changes to the Association, its mission statement, or purposes requires a majority vote of the Board of Directors.

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