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, business, public organizations, and private incorporated and
unincorporated associations interested in 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.
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 (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 shall be in effect for Board Members and Regular Members only. Each
representative member of an organization, or entity and each individual member shall
have one vote on any matter to be voted on by the membership of the Association.
B. In such case as an individual holds more than one position within the Association with
voting rights, the individual shall have 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 - 160 Lanktree Lane. Boulder Creek, Ca 95006
Patrick LaBruzzo - 620 Memory Lane, Boulder Creek, CA 95006.
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.

Articles of Association of Unincorporated Association Page 2 of 5

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
prior.
(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 or until respective successors are elected.

C. The Officers must be in the Big Basin Water Company service area, either as a property
owner, tenant, or business. Officers are granted voting rights within the Association. 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.

(iii) 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.
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 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. An annual meeting of the Association shall be held on the 28th day 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.

B. 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.

C. Action Without Meeting. Any action required or permitted to be taken by the Board of the
Association may be taken without a meeting if such action is noticed to all other Board
Members of the Association prior and the majority of the Board of the Association agrees
on such action.

D. The Board of the Association reserves the right to meet and conduct day to day necessary
activities without notification to the Members provided a summary of such activities is
available to any Member upon written request.

E. 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. 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 160 Lanktree Ln. Boulder
Creek, Ca 95006. The location may be changed upon approval of the Board of the Association.

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 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.

Witness our signatures on the day and year set forth below and in the State of California.

Date:
Printed Name

Signature
Date:
Printed Name

Signature
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