DocuSign Envelope ID: AD1AF23A-C36B-4D4D-9907-3267DDE94873

SECOND RESTATED BYLAWS OF

PARK ROYAL MUTUAL WATER COMPANY

ARTICLE I
OFFICES

1.01. Principal Office. The principal office of the Company for its transaction of
business is located in the County of Sonoma, California, at such location as the Board of
Directors may from time to time designate. The Board of Directors is granted full power and
authority to change the principal office of the Company from one location to another in the
County of Sonoma, California.

ARTICLE II
MEMBERS

2.01. Classification and Qualification of Members. The Company will have one (1)
class of members.

2.02. Eligibility and Admission to Membership. Any person, as defined by Corporations Code
Section 5065, is eligible to be a member of the Company. Each person owning real property
within the Park Royal Subdivision, as shown on the maps filed in the Office of the County
Recorder, Sonoma County, California on May 27, 1957 in Book 8 of Maps, at Page 31, et seq.,
shall be a member of the Company. There shall be one (1) membership for each lot within the
Park Royal Subdivision, regardless of the number of persons owning each lot.

2.03. Assessments and Fees; Collection.

(a) Memberships are subject to annual assessments for operating and reserve funds
and special assessments for capital improvements. The amount of each levy and
the method of collection will be fixed from time to time by resolution of the
Board of Directors of the Company. Assessments will be made payable at the
times or intervals, and on notice, as prescribed by the Board. Assessments are
deemed levied as of the date of each installment is due and payable.
(b) Each Membership shall be subject to a connection fee at the time such Member’s
real property is connected to the Company’s water system. The amount of such
connection fee shall be determined by the Board and shall include all costs
associated with establishing the connection, and a fair share of the monetary
investments to improve the water system previously made by the Members.
(c) Members may not off-set any fees, costs or expenses of any nature or type against
assessments or connection fees.
(d) Assessments shall include: (i) Regular Assessments for the annual costs of
operating and maintaining the Water System and the Company, and to fund
reserves for future repair and maintenance of the Water System, (ii) Special
Assessment for the cost of emergency or urgent repairs or capital improvements

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to the Water System, or to otherwise fund operations, and (iii) an annual

Maintenance Assessment. Maintenance Assessments shall be charged annually
and payable twelve (12) months from the date of assessment or upon transfer of
ownership as defined in Section 2.08.
(e) The Board of Directors, in its sole discretion, may set different rates of Regular
and Special Assessments for lots that are not connected to the Water System but
eligible of receiving water service and lots that are connected to the Water
System.
(f) The Company may use any and all legal means to collect assessments, connection
fees, and other duly levied charges, including, but not limited to, tendering
accounts to professional collection services, sale of accounts with or without
discount, instigation of legal action within any court of competent jurisdiction, or
disconnection of water services. These remedies are cumulative and utilization of
one or more method is in the sole discretion of the Board.

In accordance with Division 3, Part 7, Chapter 1 of the California Corporations Code, the
Company may deny a member the right to receive water if such member's account becomes
delinquent. The Company may sell a delinquent member's membership, and the corresponding
right to receive water, to another person to whom the Company can deliver water.

Prior to instituting collection measures, including, but not limited to, real property lien,
collection agency services, institution of legal action, disconnection of water services, or sale of
a delinquent member's membership, the Company shall provide the delinquent member with
twenty (20) days’ written notice of the delinquent account. The Company shall hold a hearing
before the Board of Directors at which the delinquent member may discuss the delinquency.
Notice of the date, time and place of such hearing shall be delivered to the delinquent member by
certified first-class mail, personal delivery, or any other means reasonably calculated to give
actual notice and providing proof of delivery, no less than twenty (20) days prior to the date of
the hearing. Notice of the Board's decision made at or after the hearing shall be delivered to the
delinquent member in the same manner as Notice of the Hearing, within fifteen (15) days after
the date of the hearing. The Company shall provide a delinquent member no less than twenty
(20) days written notice prior to disconnecting water.

2.04. Membership Book. The Company shall keep a membership book containing the
name, address, and class of each member in written form or in any form capable of being
converted into written form. The book will be kept at the principal office of the Company and is
subject to the rights of inspection required by law and as set forth in Section 2.05 of these
Bylaws.

2.05. Inspection Rights of Members. An eligible person, as defined in Corporations

Code section 14307, may upon written request to the Company inspect the following records:

(a) Agendas and minutes of board meetings conducted on or after January 1,

2014.

(b) Annual budgets adopted pursuant to Corporations Code section 14306(a).

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(c) Accounting reports prepared pursuant to Corporations Code section 14306(b).

(d) Any records reporting the results of a water quality test.

(e) An annual report that has been distributed to the Company’s members.

Any request to inspect records pursuant to this Section 2.05 shall be limited to the three
calendar years preceding the written request for the records.
2.06. Certificates of Membership. Every Member shall have issued to him a certificate
of Membership which entitles him to one water connection with the mains of the Company, a
proportionate share of available water, and to all other rights of Membership in the Company.
“Proportionate Share” is defined as 1/53 of the water available for consumption (excluding water
which must be held for fire suppression or otherwise required by law) but not to unreasonably
exceed the average historical monthly water use per lot of Members of the Company, Each
Certificate of Membership shall be issued in the name or names of the owner or owners of the
record legal title to the land described in such certificate.
(a) Transfer of Certificates Upon transfer of the legal title to the land described
in any certificate, the grantor shall surrender such certificate to the Board. The Board,
upon application of the grantee, shall issue a new certificate to the grantee upon payment
of a transfer fee to be fixed from time to time by the Board for the purpose of covering
the costs and expenses incurred in transferring Membership and issuing new certificates.
Should such transfer of title result in a partition of the land described in any certificate,
the existing certificate shall be surrendered and the new certificate shall be issued to the
owner of the parcel with which the water connection has been made or has heretofore
been ordered by said Board to be made.
(b) Lost Certificates. The Board, to the extent that is is permitted by law may
prescribe the conditions upon which new certificates shall be issued to replace lost or
destroyed certificates.
2.07. Non Liability of Members. A member of the Company is not personally liable,
solely because of membership, for the debts, obligations, or liabilities of the Company.
2.08. Transferability of Membership. Neither membership in the Company nor any
rights in the membership may be transferred or assigned for value or otherwise, except upon the
sale of a member’s real property within the Park Royal subdivision.

2.09. Termination of Membership. The membership and all rights of membership

automatically terminate on the sale or conveyance of any member’s real property within the Park
Royal subdivision. Any and all rights of a member in the Company and in its property cease on
the termination of membership. However, termination does not relieve the member from any
obligation for charges incurred, services or benefits actually rendered, dues, assessments, or fees,
authorized by these Bylaws or arising from contract or otherwise. The Company retains the right
to enforce any obligation or obtain damages for its breach.

2.10. Water Service. Each member in good-standing shall be entitled to one pro rata
share of available water for domestic and yard use for each lot such member owns within the
Park Royal subdivision.

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2.11. Service Opt-Out. Members, in their sole discretion, may elect not to receive water
service from the Company by sending written notice of their election to the Company. A member
who opts-out of water service in this manner may not connect to the Company water distribution
system and shall not be eligible to receive water service from the Company, with the possible
exception of water from blow down standpipes for the purpose of fire suppression, which service
the Company does not guaranty to its Members. Members who opt-out of water service shall not
be required to pay any fees or assessments set forth in Section 2.03. A member who has
opted-out of water service, may become eligible to receive water service from the Company
upon written notice to the Company of the Member’s intention to commence receiving water
service. In such circumstances, the Member electing to commence water service after previously
opting out shall be required to pay the amount of the Special Assessments that were assessed
during such period of time between when the member opted-out and when they notified the
Company of their intent to commence receiving service. The amount due shall be paid in full
prior to commencement of water service. The monies collected shall be held in the Company’s
reserve account.

ARTICLE III
MEETINGS OF MEMBERS
3.01. Place. Meetings of members will be held at any location within the County of
Sonoma, State of California that may be designated from time to time by resolution of the Board
of Directors.

3.02. Annual Meetings. The members will meet annually on a date in the month of
August of each year, within 30 days of the end of the fiscal year or as decided by the Board, for
the purpose of transacting proper business as may come before the meeting, including the
election of Directors for the terms as are fixed in Section 4.03 of these Bylaws. If the election of
Directors does not occur at any meeting of the members or without a meeting by written ballot
pursuant to Section 3.11 of these Bylaws, the Board will (or 5 percent of the members may)
cause the election of Directors to be held at a special meeting of members called and held as
soon as it is reasonably possible after the adjournment of the regular meeting of the members. If
the day fixed for the regular meeting of members falls on a legal holiday, the meeting will be
held at the same hour and place on the next succeeding day.

3.03. Special Meetings. Special meetings of the Members may be called at any time by:

(a) A majority of the Board

(b) By written request of not less than 5% of the Voting Power of the Company.

3.04. Notice of Meetings. Written notice of each meeting of the Members shall be given
by, or at the direction of the secretary or person authorized to call the meeting, at least 10 days
but not more than 60 days before such meeting to each Member entitled to vote thereat,
addressed to the Member’s address last appearing on the books of the Company of supplied by
such a Member to the Company for purpose of notice. notice shall specify the place, day and
hour of the meeting, and, in the case of a special meeting, the purpose of the meeting, and that
no other business may be transacted. In the case of an annual meeting, if directors are to be
elected, the names of all those who are nominees at the time the notice is sent to the Members

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and those matters which the Board intends to present for action by the Members, Notice may be
given by personal delivery, First Class U.S. Mail, or by electronic means (including, without
limitation, electronic mail, facsimile, or text message) where the Member has consented to notice
by electronic means.
No meeting of members may be adjourned more than 45 days. If a meeting is adjourned to
another time or place, and thereafter a new record date is fixed for notice or voting, a notice of
the adjourned meeting will be given to each member of record who, on the record date for notice
of the meeting, is entitled to vote at the meeting.
3.05. Contents of Notice. The notice will state the place, date, and time of the meeting.
In the case of regular meetings, the notice will state those matters that the Board of Directors, at
the time the notice is given, intends to present for action by the members. The notice of any
meeting at which Directors are to be elected must include the names of all those who are
nominees at the time the notice is given to the members.

3.06. Waivers, Consents, and Approval. The transactions of any meeting of members,
however called and noticed, and wherever held, are as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present either in person or by proxy, and if, either
before or after the meeting, each of the persons entitled to vote but not present in person or by
proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of
the minutes of the meeting. All waivers, consents, and approval will be filed with the corporate
records.

3.07. Quorum. The presence either in person or by proxy at any meeting, or by return of
written ballots, of 6 Members will constitute a quorum for any action except as otherwise
provided herein. If that quorum is not present or represented by proxy or returned ballots, the
Board may, unless otherwise provided by law, adjourn the meeting to a date not less than 5 days
and not more than 30 days from the meeting date.

3.08. Loss of Quorum. The members present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment notwithstanding the
withdrawal of enough members to leave less than a quorum, if any action taken, other than
adjournment, is approved by at least a majority of members required to constitute a quorum.

3.09. Adjournment for Lack of Quorum. In the absence of a quorum, any meeting of
members may be adjourned from time to time by the vote of a majority of the votes represented
either in person or by proxy. However, no other business may be transacted except as provided in
Section 3.08 of these Bylaws.

3.10. Voting

(a) Voting. Members in good-standing shall be entitled to vote. There shall be

only one (1) vote per lot owned within the Park Royal subdivision. A person owning
more than one Lot may cast one vote for each Lot he/she owns.
(b) Indivisible Interest in Single Memberships. Single memberships in which
two or more persons have an indivisible interest will be voted as set forth in Section
3.10(c) of these Bylaws relating to the voting of memberships in two or more names.

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(c) Memberships in Two or More Names. When a membership stands of record

in the names of two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, husband and wife as community property, tenants by the
entirety, or otherwise, or if two or more persons (including proxy holders) have the same
fiduciary relationship respecting the same membership, unless the Secretary of the
Company is given written notice to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting have the following effect: if only one member votes, that
act binds all members; if more than one member vote, the act of the majority so voting
binds all members.
(d) Record Date of Membership. The Board of Directors shall fix, in advance, a
date as the record date for the purposes of determining the members entitled to notice of
and to vote at any meeting of members. The record date for the purpose of determining
the members entitled to notice of any meeting of members is 40 days before the date of
the meeting of members. The record date for the purpose of determining the members
entitled to vote at any meeting of members is 30 days before the date of the meeting of
members. The Board will also fix, in advance, the record date for the purpose of
determining the members entitled to exercise any rights in respect to any other lawful
action. This date may not be more than 60 days before that other action.
(e) Cumulative Voting. When Directors are to be elected at a regular or special
meeting of members, every member entitled to vote at any election of the Directors may
cumulate their votes and give one candidate a number of votes equal to the number of
Directors to be elected multiplied by the number of votes to which the member is entitled,
or distribute the member's votes on the same principle among as many candidates as the
member thinks fit. No member is entitled to cumulate votes for a candidate or candidates
unless that candidate's name or candidates' names have been placed in nomination before
voting and a member has given notice at the meeting before the voting of the member's
intention to cumulate votes. If any one member gives this notice, all members may
cumulate their votes for candidates in nomination. Votes may not be cumulated if election
of directors is conducted by written ballot instead of at a special meeting or annual
meeting of the members. In any election of Directors, the candidates receiving the highest
number of votes are elected.
(f) Proxy Voting. Members entitled to vote, as set forth in Section 3.10(a) of
these Bylaws, have the right to vote either in person or by a written proxy executed by
that member or his or her duly authorized agent and filed with the Secretary of the
Company, except as otherwise expressly provided in the Articles of Incorporation or
these Bylaws. However, a proxy is not valid after the expiration of 11 months from the
date of its issuance unless otherwise stated in the proxy. The maximum term of any proxy
is 3 years from the date of its execution. Every proxy continues in full force and effect
until revoked by the person executing it before the vote.

3.11. Action without Meeting by Written Ballot--Ballot Requirements.

(a) Action without Meeting by Written Ballot--Ballot Requirements. Subject

to the limitations specified in Section 3.11(b) of these Bylaws and any contained in the

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Articles, any action that may be taken at any regular or special meeting of members may
be taken without a meeting, provided that the following ballot requirements are satisfied:
(1) The Company distributes a written ballot to every member entitled to
vote on the matter.
(2) The ballot states the proposed action, provides an opportunity to
specify approval or disapproval of any proposal, and provides a reasonable time
within which to return the ballot to the Company.
(3) The number of votes cast by ballot with the time period specified
equals or exceeds the quorum required to be present at a meeting authorizing the
action.
(4) The number of approvals equals or exceeds the number of votes that
would be required to approve at a meeting at which the total number of votes cast
was the same as the number of votes cast by ballot.
(5) The ballots are counted and maintained in a manner that preserves the
confidentiality of the vote and the members casting votes.
(b) Limitations Pertaining to Election of Directors. Directors may be elected by
written ballot, except that election of Directors by written ballot is not permitted when the
Directors are elected by cumulative voting pursuant to Corporations Code Section 7615.
(c) Solicitation of Ballots. Ballots will be solicited in a manner consistent with
the requirements of giving notice of members' meetings set forth in Section 3.04 of these
Bylaws and of voting by written ballot set forth in Section 3.11(d) of these Bylaws. All
solicitations must indicate the number of responses needed to meet the quorum
requirement and, with respect to ballots other than for the election of Directors, state the
percentage of approvals necessary to pass the measure submitted. The solicitation must
specify the time by which the ballot must be received in order to be counted.
(d) Revocation of Ballot. Unless otherwise provided in the Articles of
Incorporation of the Company or these Bylaws, a written ballot may not be revoked.

3.12. Member Meetings

(a) Conduct of Meetings. The President of the Company or, in his or her absence,
any other person chosen by the Board, will be Chairman of and preside over the meetings
of the members.
(b) Secretary of Meetings. The Secretary of the Company will act as the
secretary of all meetings of members. However, in his or her absence, the President will
appoint another person to act as secretary of the meetings.

ARTICLE IV
DIRECTORS
4.01. Powers. Subject to the limitations imposed by law or contained in the Articles of
Incorporation, the activities and affairs of the Company will be conducted and all corporate

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powers will be exercised by or under the ultimate direction of the Board of Directors, In addition
to the powers enumerated in this Article or provided elsewhere in these Bylaws, and without
limiting the generality thereof, the Company shall have the following powers:
(a) Professional Services: The Board may employ a manager, bookkeeper, or
other persons and contract with independent contractors or managing agents to perform
all or any part of the duties and responsibilities of the Board. The Board may retain legal,
accounting and other professional services as the Board determines is necessary or
advisable from time to time.
(b) Acquisition and Disposition of Property: The Board shall have the power to
acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate,
maintain, convey, sell, lease, transfer or otherwise dispose of real or personal property in
connection with the affairs of the Company
(c) Borrowing Money: The Board shall have the power to borrow money and
mortgage, pledge, deed in trust or encumber any of all of the Company’s real or personal
property as security for money borrow or debts incurred.
(d) Contracts: The Board shall have the power to contract for goods or services
for the Company.
(e) Appointment of Trustee/Collection Agent: The Board has the power to appoint
or designate a Trustee to enforce assessment liens by sale and to tender an account to a
professional collection agency or attorney for collections.
(f) Litigation/Arbitration: The Board shall have the power to institute, defend,
settle, or intervene in litigation, arbitration, mediation or administrative proceedings on
behalf of the Company. The Board has authority to file a suit, file a demand for
alternative dispute resolution, incur litigation costs, or enter into a contingent fee contract
with an attorney upon a majority vote of the Board.
(g) Other Powers: In addition to the powers contained herein, the Board may
exercise the powers granted to a nonprofit mutual benefit corporation under Corporations
Code 7140.
4.01. Number. The Company will have three (3) Directors. Collectively, the Directors
will be known as the Board of Directors.

4.02. Qualifications. The Directors of the Company must be residents of the State of
California. With the exception of the initial Directors, the Directors must also be members in
good-standing of the Company.

4.03. Terms of Office. Each Director shall hold office for a two-year term. The two-year
terms of elected Directors shall be staggered so that at such time as the Members elect Directors,
no less than one and no more than two directors will be elected each year. If a Director is
removed at a special meeting of the members called and held as prescribed by Section 3.03 of
these Bylaws, that Director will hold office until his or her removal and his or her successor is
elected and qualifies.

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4.04. Nomination. Any person qualified to be a Director under Section 4.02 of these
Bylaws may be nominated by the method of nomination authorized by the Board or by any other
method authorized by law.

4.05. Election
(a) The Directors will be elected at each annual meeting as prescribed by Section
3.02 of these Bylaws or by written ballot as authorized by Section 3.11 of these Bylaws.
(b) The candidates receiving the highest number of votes up to the number of
Directors to be elected are elected. Directors are eligible for reelection, provided they
continue to meet the qualifications required by Section 4.02 of these Bylaws, without
limitation on the number of terms they may serve.

4.06. Compensation. The Directors serve without compensation, except that they shall
be allowed and paid their actual and necessary expenses incurred in performance of their duties
as a Director or Officer as approved by the Board.

4.07. Meetings
(a) Meetings--Call of Meetings. Meetings of the Board may be called by the
President or the Secretary or any two Directors by providing notice of the meeting and an
agenda to the Members at least four (4) days in advance of the meeting.
(b) Place of Meetings. All meetings of the Board will be held at the principal office
of the Company as designated from time to time as provided in Section 1.01 of these Bylaws,
or at such other place as the Board shall determine from time to time.
(c) Regular Meetings. Regular meetings of the Board will be held, without call or
notice immediately following each annual meeting of the members of the Company as set
forth in Section 3.02 of these Bylaws, and as designated by the Board from time to time.
(d) Special Meetings. Special meetings of the Board may be called by the Chairman
of the Board or the President or any Vice-President or the Secretary or any two Directors.
Special meetings may be held on four days' notice by first-class mail, postage prepaid, or on
48 hours' notice delivered personally or by telephone, including a voice messaging system or
other system or technology designed to record and communicate messages, telegraph,
facsimile, electronic mail, or other electronic means. Notice of the special meeting need not
be given to any Director who signs a waiver of notice or written consent to holding the
meeting, or an approval of the minutes of the meeting, whether before or after the meeting, or
who attends the meeting without protesting the lack of notice to that Director either before or
at the commencement of the meeting. All waivers, consents, and approvals must be filed with
the corporate records or made a part of the minutes of the meetings.
(e) Quorum. A majority of the authorized number of Directors constitutes a quorum
of the Board for the transaction of business, except as otherwise provided in these Bylaws.
(f) Transactions of Board. Except as otherwise provided in the Articles, in these
Bylaws, or by law, every act or decision done or made by a majority of the Directors present
at a meeting duly held at which a quorum is present is the act of the Board provided,
however, that any meeting at which a quorum was initially present may continue to transact
business notwithstanding the withdrawal of Directors if any action taken is approved by at

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least a majority of the required quorum for that meeting, or such greater number as is
required by the law, the Articles, or these Bylaws.
(g) Conduct of Meetings. The President or, in his or her absence, any Director
selected by the Directors then present will preside at meetings of the Board of Directors. The
Secretary of the Company or, in the Secretary's absence, any person appointed by the
presiding officer will act as Secretary of the Board. Members of the Board may participate in
a meeting through use of conference telephone or similar communications equipment, as
long as all members participating in the meeting can hear one another. This participation
constitutes personal presence at the meeting.
(h) Adjournment. A majority of the Directors present at the meeting, whether or not
a quorum is present, may adjourn any meeting to another time and place. If the meeting is
adjourned for more than 24 hours, notice of the adjournment to another time or place must be
given before the time of the adjourned meeting to the Directors who were not present at the
time of the adjournment.
(i) Member Attendance. An eligible person, as defined in Corporations Code section
14305, shall be entitled to attend a Board meeting in person or by teleconference if said
person gives 24-hour advance written notice of his or her intent to attend the meeting. Any
eligible person may briefly address the Board at said meetings.

4.08. Removal of Directors

(a) Removal for Cause. The Board may declare vacant the office of a Director on
the occurrence of any of the following events:
(1) The Director has been declared of unsound mind by a final order of court.
(2) The Director has been convicted of a felony.
(3) The Director no longer meets the qualifications for holding office set forth in
section 4.02 and has failed to cure any disqualification within 15 days after
receiving notice of the disqualification.
(b) Removal Without Cause. Any or all of the Directors may be removed without
cause if, while the Company has fewer than 50 members, removal is approved by a majority
of all members pursuant to Corporations Code Section 5033; or while the Corporation has
more than 50 members, removal is approved by the members within the meaning of
Corporations Code Section 5034. However, a Director may not be removed, unless the entire
Board is removed, when the votes cast against removal, or not consenting in writing to
removal, would be sufficient to elect that Director if voted cumulatively at an election at
which the same total number of votes were cast (or if the action is taken by written ballot, all
memberships entitled to vote were voted) and the entire number of directors authorized at the
time of the Director's most recent election were then being elected.

4.09. Resignation of Director. Any Director may resign effective on written notice to the
Chairman of the Board of Directors, the President, the Secretary, or the Board of Directors of the
Company. The notice may specify a later time for the effectiveness of the resignation. If the
resignation is effective at a future time, a successor may be elected to take office when the
resignation becomes effective.

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4.10. Vacancies in the Board

(a) Causes. Vacancies on the Board of Directors occur (1) on the death,
resignation, or removal of any Director; (2) whenever the number of authorized Directors
is increased; and (3) on the failure of the members in any election to elect the full number
of authorized Directors.
(b) Filling Vacancies by Directors. Except as otherwise provided in the Articles
or these Bylaws and except for a vacancy created by the removal of a Director pursuant
to Section 4.09 of these Bylaws, vacancies on the Board of Directors may be filled by
approval of the Board of Directors, or, if the number of Directors then in office is less
than a quorum, by (1) the unanimous written consent of the Directors then in office; (2)
the affirmative vote of a majority of the Directors then in office at a meeting held
pursuant to notice or waivers of notice as provided in Section 4.07(d) of these Bylaws; or
(3) a sole remaining Director.
(c) Filling Vacancies by Members. Vacancies created by removal of Directors
may only be filled by the approval of the members within the meaning of Corporations
Code Section 5034 . The members may elect a Director at any time to fill any vacancy
not filled by the Directors.
ARTICLE V
OFFICERS
5.01. Number and Titles. The officers of the Company shall be a President, a Secretary,
a Chief Financial Officer, and those other officers with such titles and duties as determined by
the Board and as may be necessary to enable it to sign instruments. The President is the general
manager and chief executive officer of the Company. Any number of offices may be held by the
same person, except that neither the Secretary nor the Chief Financial Officer may serve
concurrently as the President.

5.02. Appointment and Resignation. The officers will be chosen by the Board and serve
at the pleasure of the Board, subject to the rights, if any, of an office under any contract of
employment. Any officer may resign at any time on written notice to the Company without
prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

ARTICLE VI
CORPORATE RECORDS, REPORTS, AND AMENDMENT
6.01. Keeping Records. The Company must keep adequate and correct records of
account and minutes of the proceedings of its members, Board, and committees of the Board.
The Company must also keep a record of its members giving their names and addresses. The
minutes will be kept in written form. Other books and records will be kept in either written form
or in any other form capable of being converted into written form.

6.02. Annual Report. The Company will notify each member yearly of the member's
right to receive a financial report pursuant to Corporations Code Section 8321(a). Except when
the Company does not have more than 100 members or more than $ 10,000 in assets at any time
during the fiscal year, on the written request of a member, the board must promptly cause the
most recent annual report to be sent to the requesting member. The annual report will be

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prepared not later than 120 days after the close of the Company's fiscal year. The annual report
must contain in appropriate detail all the information required by Corporations Code Section
8321(a), specifically,

(1) A balance sheet as of the end of the fiscal year and an income statement and statement
of changes in financial position for the fiscal year;
(2) A statement of the place where the names and addresses of the current members are
located; and
(3) Any information concerning certain transactions and indemnifications required by
Corporations Code Section 8322. The annual report may be accompanied by any report of
independent accountants. However, if there is no report by independent accountants, the
certificate of any authorized officer of the Company that the statements were prepared without
audit from the books and records of the Company.

6.03. Annual Statement of Certain Transactions and Indemnifications. The Company

must furnish annually to its members a statement of any transaction or indemnification described
in Corporations Code Section 8322(d) and (e) if that transaction or indemnification took place.
The annual statement must be affixed to and sent with the annual report described in Section
6.02 of these Bylaws.

6.04. Annual Budget. The board shall adopt, in an open meeting, an annual budget on or
before the start of each fiscal year of the Company.

6.05. Accounting Review. The Board shall contract with a certified public accountant or
public accountant to conduct an annual review of the financial records and reports of the
Company. The review shall be subject to generally accepted accounting standards.

6.05. Amendment. These Bylaws may be amended, restated or repealed by the

affirmative vote or consent of a majority of members.

ARTICLE VII
WATER OPERATIONS

7.01. Right of Entry. By connecting to the water system and agreeing to receive water
service therefrom, each Member shall be deemed to have granted to the Company and its
personnel the right to enter upon the lot of that Member for the purposes of inspecting,
maintaining, repairing or replacing any and all parts of the Company’s water system which may
be located upon said Member’s property.
Absent an emergency, the Company shall notify a Member, in writing (at the property
address and the Member’s address, if different), ten days in advance, that Company personnel
shall be entering the property of the Member for the purpose of inspecting, maintaining,
repairing or replacing a part of the Company’s water system located upon said Member’s lot. In
the case of an emergency, Company personnel will attempt to notify the Member at the property
location prior to entering the property.

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7.02. Obstruction Prohibited. Any obstruction that will prevent the normal operation,
repair and/or maintenance of the Water System, including but not limited to drain valves,
pressure reducing valves, fire hydrants, shut-off valves, connection valves, backflow prevention
device and meters is strictly prohibited. This includes obstructions caused by landscaping,
planting vegetation or yard decorations. Except in cases of emergency, the Company shall notify
a Member, in writing (at the property address and to the Member’s address, if different), that an
obstruction of the Water System has occurred and that the Member must remedy the obstruction
within ten (10) days of the date of the Notice. In the event of an emergency or if the obstruction
has not been remedied by the Member within ten (10) days of the Notice, the Company may
remove the obstruction and shall charge the Member for the removal and any damage caused by
the obstruction. The Company shall not be responsible for damage to landscaping, yard art or
the like caused by the necessity of the Company’s removal of an obstruction. In the event the
Member fails to reimburse the Company for the cost to remove any obstruction or for damage
caused by an obstruction, the Member shall be deemed to have given consent to the Company to
add those costs, with interest, to the Member’s regular assessment. Failure to pay these
additional costs will result in a delinquent account.
7.03. Equipment Ownership. The Company shall be the owner of the Water System,
including the service mains, service connections to the property line of each individual Member,
the connection valves, connection valve box, connection valve gauges, flush hydrants, backflow
prevention devices, meters, shutoff valves, and all appurtenances, regardless of whether
furnished at the customer’s expense.

ARTICLE X
ENFORCEMENT

8.01 Attorney’s Fee. If either the Company or a Member institutes a legal proceeding,
including but not limited to litigation or arbitration, to enforce any of the terms of this
Agreement, the prevailing party in such proceeding will be entitled to recover all costs and
expenses, including reasonable attorneys’ fees, incurred in the action.

ARTICLE IX
DEFINITIONS

9.01. The following terms as used in these Bylaws shall have the meaning set forth
below:

“Board” means the Board of Directors of the Company.

“Company” means the Park Royal Mutual Water Company

“Directors” means natural persons, elected or appointed to act as Member of the governing body
of the Company.

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“Eligible Persons” means Members, a lessee of renter occupying a Lot, and elected City of
County officials who represent the Members

“Fiscal Year” the fiscal year of the Company shall be July 1st through June 30th

“Good Standing” means a Member has paid all assessments and charges currently due and has
not had rights suspended for violation of these Bylaws.

“Lot” means one of the 53 residential lots of the Properties designated on the Maps

“Maps” means the subdivision maps entitled: “Park Royal Subdivision” filed in the Office of the
County Recorder, Sonoma County, California on May 27, 1957 in Book 8- of Maps, at Page 31,
Sonoma County Records, et seq.

“Members: means the fee title holders of the lots included in the territory of the Company. The
Members are the shareholders in the Company.

“Owner” means the record owner, whether one or more persons or entities, of the fee simple title
to any Lot which is a part of the Properties, including contract sellers, but excluding those having
such interest merely as security for the performance of any obligation. Every Owner, whether
legal or equitable, is subject to assessment and shall be a Member of the Company.

“Properties” means all of the Lots and parcels shown on the Maps and such additions thereto as
may hereafter be brought within the jurisdiction of the Company.

“System” or “Water System” means the wells, pipes, valves, pumps, tanks, filters, and other
equipment for the production, storage, treatments, distributions and delivery of water to the
Members for domestic use and irrigations purposes from the water source to and including the
water distribution box at each residence. Water System does not include the water lines, pipes
valves or other equipment located on the Lots after the distribution box.

“Voting Power of the Company” and “Voting Power” means the total number of votes of all
Members of the Company less the number of votes of Members whose voting rights have been
suspended.

“Water Charges”: and “Charges” means a fee, rate, por charge set by the Board for water used.

CERTIFICATE OF SECRETARY OF PARK ROYAL MUTUAL WATER COMPANY, a

California Nonprofit Mutual Benefit Corporation

I hereby certify that I am the duly elected and acting Secretary of this corporation and that the
foregoing Bylaws, comprising fourteen pages, constitute the Bylaws of this corporation as duly
adopted by a majority vote of the members on February 9, 2020.
5/3/2021
Dated: _________________.
Keith Roark
____________________________, Secretary

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