Below, please see links for Company information. The articles have been amended as well as the by-laws. The two sets of documents act together.
The Amended Articles of Incorporation 8th of September, 1893 Amending the original Articles dated 21st of February 1887
Amended Articles 27th of February 1933
Corporate By-Laws: along with amendments in 1938
From the beginning: 28th Day of February 1887
BY-LAWS of the SOUTHSIDE IMPROVEMENT COMPANY
The name of the corporation shall be the Southside Improvement Company.
ARTICLE I.
OFFICERS: The officers of this corporation shall consist of a President, a Vice-President, a treasurer and Secretary; of whom the President and Vice-President must, and the Secretary and treasurer may or may not be chosen by the Directors from among themselves.
ARTICLE II.
ELECTION OF DIRECTORS. The Directors shall be elected by ballot, to serve for one year, and until their successors are elected. Their term of office shall begin immediately after election. The Stockholders meeting for the election of the first Board of Directors shall be held at the office of Thomas R. Bard at Hueneme, County of Ventura, State of California, between the hours of ten o’clock A.M., and two P.M. on the 28th day of February, 1887. All subsequent elections of Directors shall be had at the annual meetings of the stockholders. The Board of Directors elected at the first meeting of the stockholders shall immediately upon their election hold their first meeting and elect officers as provided in Article VIII.
ARTICLE III.
VACANCIES. Vacancies in the Board of Directors shall be filled by the other directors in office, and directors so chosen shall hold office until the first annual meeting of the stockholders thereafter.
ARTICLE IV.
DUTIES OF OFFICERS – THE PRESIDENT The President shall preside at all meetings of the Directors and Stockholders. He shall sign as President, all certificates of stock, and jointly with the Secretary shall execute in the name of the corporation all contracts and conveyances and all other instruments in writing which have been authorized by the Board of Directors. He shall have the custody of the papers, deeds and contracts relating to the title to the lands of the company and relating to sales of lands and waters by the company. He shall sign all checks and warrants upon the Treasury. He shall have the casting vote of all meetings of the stockholders or Directors. The President, or three of the Directors, may call special meetings of the Directors at any time, and notice shall be given of such called meetings by written or printed notice delivered at, or mailed to the last known place of business or of residence of each Director, at least three days prior to the time of meeting. Such service of notice shall be entered on the minutes of the corporation, and the said minutes upon being read and approved at a subsequent meeting of the Board shall be conclusive upon the question of service. He shall have, subject to the advice and control of the Board of Directors, the general superintendence of the affairs of the company. If at any time the President shall be unable to act, the Vice-President shall perform the duties of the President and in case both President and Vice-President shall be unable to act, the Board of Directors shall appoint a President pro tem upon whom shall devolve for the time being, the duties and powers of the President.
TREASURER. It shall be the duty of the Treasurer to keep safely all moneys belonging to the company, receiving the same from and receipting therefore to the Secretary and disbursing the same only upon warrants signed by the President and Secretary. He shall keep the moneys of the company on deposit at such place as the Board of Directors may from time to time by resolution direct.
At each annual meeting of the stockholders he shall submit a complete statement of his accounts for the last year, with the proper vouchers for their information, and shall submit statements of his accounts and of the finances of the company whenever required by the Board of Directors. He shall discharge such other duties pertaining to his office as shall be prescribed by the Board of Directors. He may be required by the Board of Directors to give bonds in such sum as they may deem proper, with not less than two sureties, to be approved by the Board of Directors for the faithful performance of his duties, and such bond shall be filed with and in the custody of the Secretary; or whenever in their judgment it may seem expedient the Board of Directors may appoint some banking institution in the County of Ventura to act as Treasurer of the company.
SECRETARY. The Secretary shall be appointed by the Board of Directors. It shall be his duty to keep a record of the proceedings of all the meetings of the Board of Directors and of the stockholders. He shall keep and have in his custody the book of blank certificates of stock, fill up and countersign all certificates issued and make the corresponding entries on the margin of each book, on such issuance, taking a receipt for the same in the said margin and not deliver any of said certificates until the holder thereof or his duly authorized attorney shall assent in writing to these By-laws. He shall keep a proper “Stock and Transfer Book” as required by Section 37B of the Civil Code of California, in which shall also be kept the post-office address of the stockholder. He shall also keep other books containing a record of all notices to the Directors and to the stockholders, of meetings, whether regular or special, the manner in which such notices are given and of the services thereof, and therein enter and take acknowledgement of service of notice from the Directors and stockholders, and therein to record copies of all proxies filed with him.
He shall draw and countersign all warrants signed by the President on the Treasurer and authorized by the Board of Directors. He shall sign all certificates of stock issued by the company, after the same are signed by the President, and he shall when authorized so to do by the Board of Directors, execute jointly with the President in the name of the corporation, all contracts and other instruments of writing. He shall receive and receipt for in the name of the company and pat the same over to the Treasurer, taking receipts therefore, all moneys due the company; and he shall keep all necessary books of accounts as may be prescribed by the Board of Directors, and discharge such other duties pertaining to his office as may be required by the Board of Directors and such as may be required by law. He shall prepare and submit to the Board of Directors at every regular meeting a statement showing the exact financial condition of affairs of the company. He may be required by the Board of Directors to give bonds in such sum as they may deem proper with not less than two sureties, to be approved by the Board for the faithful performance of his duties and said bond shall be in the custody of the President.
ARTICLE V.
POWERS OF DIRECTORS. The Board of Directors shall have power:
- To call meetings of the stockholders when they deem necessary, giving notice thereof, as hereinafter provided; and they shall call meetings of the stockholders at any time upon written request for that purpose of persons representing one-fourth of all the subscribed capital stock.
- To make rules and regulations not inconsistent with the laws of California, or the by-laws of the company, for the guidance of the officers and management of the affairs of the company.
- To declare dividends out of the surplus profits whenever they shall deem it expedient.
- The following restrictions and limitations upon the powers of the Board of Directors are hereby made and expressly provided: The Board of Directors shall not sell or dispose of or authorize the sale of any water or water-right belonging to the company without the consent of the stockholders, holding at least two-thirds of its capital stock; such consent shall be evidenced by vote at a regular annual meeting of the stockholders or at a meeting called for that purpose and also by a written consent to such effect signed by the holders of at least two-thirds of the capital stock. Nor shall the Board of Directors borrow money for the use of the company without consent of the holders of two-thirds of the capital stock evidenced by resolution authorizing such loan and reciting the terms, conditions and amounts thereof.
ARTICLE VI. DUTIES OF DIRECTORS.
It shall be the duty of the Board of Directors:
- To cause to be kept a complete record of all their proceedings, meetings and acts, and also a like record of the stockholders’ meetings; to present a full statement at regular meetings of the stockholders showing in detail the assets and liabilities of the company, and generally the condition of its affairs. A similar statement shall be presented at any other meeting of the stockholders, when thereto required by persons representing at least one-fourth of the capital stock of the company.
- To supervise all acts of the officers and employees of the company, require the Secretary and Treasurer to keep full and accurate books and accounts and to prescribe the form and mode of such books.
- To cause to be issued to the stockholders in proportion to their several interests, certificates of stock, not to exceed in the aggregate the capital stock of the company.
- To cause the moneys of the company to be safely kept, directing from time to time, where they shall be kept or deposited.
ARTICLE VII.
SUPERINTENDENT.
A general superintendent shall be appointed by the Board of Directors and be removable at their pleasure.
It shall be his duty:
- To take charge of all property belonging to the company and to control and direct all labor and business pertaining to the interests, objects and operations of the Company about their works, but entirely subject to the direction and control of the Board of Directors or of the president of the company.
- To make quarterly returns to the Board of Directors of all persons hired or employed at the works and a statement of all expenditures accompanying the same with the necessary vouchers, and a similar statement of water sold and report the general condition of the works. He shall not have the power to incur any indebtedness unless so specially authorized by the President of the Board of Directors.
ARTICLE VIII.
COMPENSATION OF OFFICERS.
The members of the Board of Directors shall receive five ($5.00) dollars each for attendance at every meeting of the Board provided they be punctual, and the Board may impose fines for non-attendance at such meetings.
The President, Secretary and Treasurer shall receive such compensation as the Board of Directors may determine.
ARTICLE IX.
MEETINGS.
The Annual Meeting of the Stockholders shall be held at the office of the Corporation in the Town of Hueneme, County of Ventura, State of California, on the second Saturday of January at 10 o’clock A.M. in each year and shall be called by a notice printed in one or more newspapers published in said County of Ventura, as the Directors may direct, for at least two weeks ;immediately preceding the day of the meeting, or by like notice of two weeks in writing by the President, delivered to each Stockholder personally or mailed to him at his last known address. Special meetings of the Stockholders must be called by similar notice.
No meeting of Stockholders shall be competent to transact business unless a majority of stock is represented, except to adjourn from day to day or until such time as may be deemed proper. At such annual meetings of the Stockholders, Directors for the ensuing year shall be elected by ballot to serve for one year and until their successors are elected. If, however, for want of a quorum, or other cause, a stockholders’ meeting shall not be held on the day above named, or should the stockholders fail to complete their elections or such other business as may be presented for their consideration, those present may adjourn from day to day until the same shall be accomplished.
A regular quarterly meeting of the Board of Directors shall be held on the second Saturday of January, April, July, and October of each year at the office of the Company in the Town of Hueneme. A majority of the Board shall constitute a quorum.
ARTICLE X.
CERTIFICATES.
Certificates of stock shall be in such form and device as the Board of Directors may direct and such certificates shall be signed by the President and Secretary and express on their face their number, dates of issuance, number of shares for which and the persons to whom issued. Several certificates may be issued to the same person or persons provided that in the aggregate they do not exceed the number of shares belonging to such person or persons. The Certificate book shall contain a margin on which shall be entered the number, date, number of shares, and the name of the person or persons expressed in the corresponding certificates, the receipt of the holder thereof for said certificate or certificates shall be taken in the stock journal.
ARTICLE XI.
TRANSFERS.
Shares of the company may be transferred at any time, by the holder thereof, or by attorney legally constituted, or by his legal representative. But no transfer shall be valid except between the parties thereto, until entered on the proper form on the books of the company.
The surrendered certificate shall be canceled before a new certificate shall be issued in lieu thereof. The cancelled certificates shall be pasted to the stub margin from which it was cut or taken. The receiver of the new certificate shall be required to assent in writing to the by-laws of the company and to receipt for his certificate. No transfer of any share of stock shall be valid upon which any assessments are due and unpaid, or the holder of which is indebted to the company on any account whatever, without the consent of the Board of Directors.
ARTICLE XII.
BOOKS AND PAPERS.
The books and papers in the office of the Secretary and Treasurer shall at all times during business hours be open to the inspection of the Board of Directors and of any stockholder.
ARTICLE XIII.
AMENDMENTS.
These by-laws may be altered or amended at any annual meeting of the company, or at any special meeting called for that purpose by a vote of two-thirds of the subscribed stock.
ARTICLE XIV.
These by-laws shall always remain in the possession of the Secretary of the company.
ARTICLE XV.
SEAL.
The company shall have a common Seal consisting of a circle, having on its circumference the words, “The Southside Improvement Co., Incorporated Feb. 26, 1887”.
ARTICLE XVI.
SALE, DISTRIBUTION AND MANAGEMENT OF WATERS.
(First): No waters of the Corporation shall be sold or furnished to any person, or for the use of any person not a stockholder; but the owning of stock shall not necessarily give a stockholder the right to purchase water, unless he is also the owner of some tract or parcel of the lands now owned by the stockholders of this Corporation, which lands are described as follows:
- All of the Bardsdale Tract part of Lot One, Tract One, Rancho Sespe, containing twelve hundred and ninety-seven and sixty-seven one hundredths acres as the same is laid down and delineated on that certain Map entitled “Plat of Bardsdale Tract, etc., surveyed by J. T. Stow, County Surveyor, January 1887” and recorded in the office of the County Recorder of Ventura County, inn Book 2 of Miscellaneous Records, page 139:
- The Northeast Quarter of the Northeast Quarter of Section Number Eleven; Lot Number Four of Section Number One and Lot Number Four of Section Two; all in Township Three North Ranch Twenty West S. B. M., containing eighty-five and twenty-three one hundredths acres:
- A part of the North One-half of the Northwest Quarter of Section Twelve, and Lot Number Three of Section Number One, Township Three North Range Twenty West S. B. M., containing seventy and eighty/-nine one hundredths acres.
Said last two tracts above described are more particularly described by courses and distances in that certain deed made and executed by Eliza E. and Frank Robertson to Thomas R. Bard and R. G. Burdam dated April 27th, 1887, and recorded May 2nd, 1887, in book 21 of Deeds, page 39, Ventura County Records.
- Lot Number Eight and the Northeast Quarter of the Southeast Quarter of Section Thirty-One, Township Four, North Range Nineteen West, S. B. M., containing seventy-three acres, known as the “Drake Place”.
- Lot Number Seven and the Northeast Quarter of the Southwest Quarter of Section Number Thirty-one, Township Four North Range Nineteen West S. B. M., containing sixty-eight and seventy-one one hundredths acres and known as the “B. J. Robertson Tract”.
- All of that portion of the Southwest Quarter of Section One, in Township Three North Range Twenty West, S. B. M., adjoining the said parcels hereinbefore described as the second and third parcels lying South of the Bardsdale Tract and North of the main ditch of this Corporation, owned by Frank Robertson and containing ten acres, and
- Any such lands adjacent to said Bardsdale Tract as the Board of Directors shall include and designate in the Schedule which they are hereinafter authorized and directed to make.
And in order to qualify such stockholder and land owner to purchase water from the Corporation, it is necessary further that such person shall own at least two shares of stock for each and every acre of land owned by him within the limits above described.
The right to use the water may be conferred by the owner of such land and shares of stock upon his tenant, occupying said land by authorization in writing filed by the Secretary.
(Second): The Directors shall, as soon as convenient after the adoption of this additional by-law, make and adopt a schedule wherein they shall fix and designate those lands within the tracts above described which, in their judgment, can be effectually and advantageously supplied with the waters of this Company and shall schedule said lands so designated by segregated tracts or parcels, by existing subdivisions as shown on said maps of the Bardsdale Tract, or in any other way deemed by them most convenient and proper and therein designate and fix the area of each of said subdivisions and set opposite to such areas the number of shares of stock, being at the rate of two shares per acre or one share for each half acre, or for any fraction of an acre less than one half of an acre and over one-fourth of an acre, which each owner of each segregated tract or parcel must hold in order to entitle him to purchase water.
The said Directors shall also thereafter, at any time or times, when it shall appear to them to be expedient, and for the best interests of the of the corporation, make and adopt supplemental schedules, including therein other lands of said Rancho Sespe, and other lands adjacent to said Rancho Sespe which, in their judgment can be effectively and advantageously supplied with the waters of the Corporation, without interfering with or limiting the supply of water to be furnished to the lands covered by the schedule or schedules in force at that time; and which other lands shall be designated in said supplemental schedules by segregated tracts or parcels, according to the ownership thereof.
They shall fix and determine in said supplemental schedules the number of shares of stock which each owner of each tract therein mentioned must hold in order to entitle him to purchase water. Provided that the allotment of stock to each of said parcels shall be at the rate of two shares for each acre, or one share for each half acre and for any fraction of an acre less than one-half of an acre and over one-fourth of an acre; Provided that the total number of shares, so fixed, determined and allotted in all of the schedules, shall not exceed at any time, thirty-two hundred shares.
Whenever any of the tracts or parcels described in any schedule then existing shall be partitioned or subdivided, and the several parts thereof be held by different owners or whenever for any other cause the Board of Directors shall deem it necessary or convenient, for the best interests of the corporation and the consumers of water, the said Board may amend or alter any schedule in any or all particulars or make and adopt new schedules: Provided that in making said amendments or framing the new schedules, the Board shall be governed by and follow the general plan, rules and requirements set forth and laid down for the framing of the original schedule, and provided that all of said schedules shall be made upon the basis of one share of stock for each half acre or fraction of an acre less than one half and more than one-fourth of an acre.
Any of the shares of this corporation, which it may hereafter purchase or acquire in the enforcement of the collection of assessments or otherwise, shall be held by the Corporation for sale to persons owning any of the lands embraced in and covered by the schedule or schedules in force at the time of sale.
(Third): The Directors shall each year adopt a schedule of prices to be charged to each stockholder entitled to and desiring to purchase water; and in fixing said prices they shall have in view the object of providing a revenue which, together with the interest on any accumulated funds which may be invested, shall be sufficient only for meeting the whole cost and expense of operating and maintaining its works and plant, and carrying on its business, including taxes.
The Schedule or prices adopted shall not be changed during the fiscal year, but whenever new consumers of water, properly qualified by ownership of land and stock, shall make application, the Board shall fix the rates at which they can purchase water which rates shall continue unchanged until the adoption of a new schedule of rates.
(Fourth): The Directors shall distribute and sell the water of the corporation fairly, impartially, and equitably among and to the qualified stockholders desiring to purchase, so long as they shall pay for the water at the rates fixed, and observe the rules and regulations of the Board of Directors regulating the sale, delivery end use of water.
They shall also have the power to fix and determine in their discretion, from time to time especially in case of scarcity of water, the uses for which water shall be furnished to each consumer, and the amount which he shall be entitled to purchase.
(Fifth): Qualified applicants for water, owning lands not upon the pipe lines, ditches or flumes of the Company, may be required, in the discretion of the Board of Directors, to put in necessary connecting lines of pipe, ditch or flume, in part or entirely at their own expense, before they shall be entitled to the delivery of water.
(Sixth): Should the income of the Company arising from the water rates and interest on invested funds not be sufficient to pay the cost of operation, taxes and other ordinary current expenses, the Directors may, at any time, levy assessments on the issued stock to meet the deficiency.
(Seventh): The Directors are hereby empowered to make and adopt, from time to time, such further rules and regulations, for the distribution, sale, delivery and use of the water of this Corporation for the collecting and enforcing the collection of water rates, and for preventing waste and misuse of water by consumers, as in their judgment are advisable and necessary and not inconsistent with the law, the Articles of incorporation and these by-laws.
1996 Amendment to By-laws and Articles
