PWOA Bylaws

Approved by Vote of Membership – May 7,
2025

PRIVATE WELL OWNERS ASSOCIATION

BYLAWS

ARTICLE I. NAME OF ORGANIZATION

Section 1. Name. The name of this organization is “Private Well Owners Association” hereafter known as the “Association”.

ARTICLE II. LOCATION

Section 1: Location. The principal meeting location is located at The Pahrump Valley Museum, 401 E. Basin St., Pahrump Nevada 89060. The Association mailing address is 1970 N. Leslie St. #434, Pahrump NV 89060-3678.

ARTICLE III. GOVERNING AUTHORITIES

Section 1. Governing Authorities. The Association shall be governed by the laws of the State of Nevada specific to Nevada Revised Statute, and to its internal affairs the law of jurisdiction shall be in Nye County in the State of Nevada. The Association shall be a non-profit, tax exempt organization under section 501(c)(3) of the Internal Revenue Code, formed to qualify as a social welfare association to promote a truly sustainable “Traditional Rural Lifestyle” creating common good and general welfare of the people of the community and producing education and water testing for public safety. The Association’s Articles of Incorporation, filed with the State of Nevada, and its current Bylaws are the guiding principles for the organization.

ARTICLE IV. NONPROFIT INTENT AND PURPOSE

Section 1. Intent of the Association.
A. The Association’s mission is to assist the individual well owner to ensure their right to draw 2 acre-feet of water per year is protected under the Revised Statutes (534.180)(3). Ensure the total withdrawal of water from the well does not exceed 2 acre-feet per year; and (534.185)(b) It is used solely for domestic purposes by not more than three single-family dwellings. Also, for a truly sustainable “Traditional Rural Lifestyle” bringing common good and general welfare, for the people of the community and producing education and water testing for public safety. It is designated as a non-profit, non-stock Association created under the laws of the State of Nevada, in the County of Nye, and under the IRS Code 501(c)(3). The Association is dedicated to protecting domestic well owner’s water supply and to advancing good groundwater stewardship by raising awareness and providing education on a variety of groundwater issues that affects everyone with a private water supply supporting a “Rural Lifestyle” and producing education and water testing for public safety.

B. The Association shall have a perpetual existence. Members may routinely join or resign in such a way as not to disrupt ongoing operations of the Association and shall be in accordance with the Bylaws and Policies of this Association. The Association only has laws and regulations based on justification for the benefit of all members and shall have the power to construct and argue any case convincingly to the benefit of its members of this domestic well Association.

C. The Association is subject to all duties, restrictions, and liabilities set forth in the general laws relating to like or similar corporations under the guidelines of a 501(c)(3).

Section 2. Specific Objective and Purpose. To promote a “quality of life” (that includes factors such as the quality of the environment (air, soil, water), education and common good and producing education and water testing for public safety, and to encourage all local groups and associations that foster the same. The Association may engage in all lawful activities that may be incidental or reasonably necessary to any of these purposes, and it shall have and may exercise all other powers and authority now or hereafter conferred upon unincorporated nonprofit corporations in the State of Nevada. The Association may engage in all other legal charitable activities permitted to an Association exempt from federal income tax under Section 501(c)(3) of the Code or corresponding future provisions of the federal tax law.

ARTICLE V. MEMBERS

Section 1A. Eligibility for Membership. NRS 82.231. Powers of corporation: classes, qualifications, and rights of members; term of membership. Every person who upon written application and consent to be a regular member of the Association and verified by the Association in accordance to, but not limited to the records kept in the County Recorder’s office of the potential member’s ownership of real property or a purchaser of real estate through a purchase agreement of a fee, or undivided fee interest in any parcel or property within Nye County in the State of Nevada, shall be eligible for membership in the Association upon final screening by the Board of Directors. All properties must have a well in good working order. Only one membership is allowed per parcel or property.

Section 2A. Annual Dues for Regular Members. Regular Memberships are from January 1^st of each year to December 31^st of that same year. The amount required for annual dues shall be forty ($40.00) dollars payable prior to the beginning of the election held at the February meeting. There will be no proration of dues. Continued membership is contingent upon being up to date (in good standing) on membership dues. A late due notice will be emailed one time only. Only regular members are allowed to vote on issues put before the Association. Dues for regular membership include well testing, one well test per year per regular member.

Section 3. Limitation on Memberships. No member may hold more than one membership in theAssociation, and no membership in the association shall be transferable, except as provided in these bylaws.

Section 4. Membership Certificates. Membership in the association shall be evidenced by a membership certificate which shall be in such form and shall contain such provisions as shall be determined by the Board. In case a certificate is lost, destroyed, or mutilated a new certificate may be issued therefore upon such uniform terms and indemnity to the organization as the Board may prescribe.

Section 5. Resignation and Termination. Any member may resign by filing a written resignation with the Association’s Secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the Board of Directors for conduct that is fraudulent, illegal, or unethical and which is harmful to the Association.

ARTICLE VI. MEETINGS OF MEMBERS

Section 1. Regular Meetings. Regular meetings of the members shall be held monthly, at a

time and place designated by the Board. The Association will be guided by the Open Meeting Laws of the Revised State of Nevada Statute: Chapter 241 and shall comply with the spirit of the Open Meeting Law. The Association’s intent that its deliberations and actions be conducted and

taken openly. The meetings shall be recorded using audio recording devices, and these recordings will be kept for five (5) years at the main office of the Association. At any meeting the Association shall record, keep manual minutes with the time, meeting location, any subjects discussed, motions and seconds, votes taken, and members in attendance. Members will be requested by the Association to sign in for purposes of a quorum but will not be denied entry if the member does not desire to sign in. All minutes will be available on the Association’s website www.privatewellowners.com, to its members no later than seven (7) days prior to the next meeting, with digital or electronic format so the membership at the next meeting will have a chance to review them prior to its meeting.

Section 2. Annual Meetings and Elections. The annual meeting of the members, with email notice sent out in the month of November, shall be held during the month of February of each year, at such a place within a county served by the Association, as selected by the Board of Directors and which shall be designated in the notice of the meeting, for the purpose of electing Board members, passing upon reports for the previous fiscal year and transacting other business as may come before the meeting. It shall be the responsibility of the Board of Directors to make adequate plans and preparations for the annual meeting. Failure to hold the annual meeting at the designated time shall not cause a forfeiture or dissolution of the Association.

Each director is elected for a two-year term of office, and their position will be up for election every other year. Thus, half of the Board will be elected one year; the other half the following year, to accommodate staggered terms of office and ensure a smooth transition for the new Board each year. After the election at their first Board meeting, all Board positions are reset to Director, and a new slate of Officers is chosen, and any necessary appointments are made.

Section 3. Notice of Meeting. All meeting notices of the Association will be made available by posting on the official website.

Section 4. Posting of Minutes to the Website. Within seven (7) days prior to the membership meeting the draft minutes will be posted, followed by the approval of said minutes reposted as final minutes of the Association.

Section 5. Quorum. A majority of the Board members plus 5% of the regular membership present in person shall constitute a quorum.

Section 6. Quorum for Elections. For the annual election in February, each member of the Association represented in person or by proxy shall be entitled to vote for those running for election to the Board of Directors. Only members in good standing will be eligible to vote. To be a member in good standing means that a member’s annual dues are paid in full as of the beginning of the annual meeting.

A simple majority of the votes cast shall determine the result of the election. Should there be a write-in vote(s) for a member of the Board of Directors and there is an opening for a Director, such person may be nominated to be elected by the Board. Any decision of a majority of the people assembled at a meeting of the Association shall be valid.

Section 7. Candidate Eligibility. A slate of candidates, all of whom are members in good standing with the Association, shall be by application. No write-in candidates shall be accepted. No nominations from the floor shall be permitted at the Annual Meeting.

Section 8. Proxies. A member entitled to vote may vote by proxy executed in writing by the member or a duly authorized attorney-in-fact. No proxy shall be valid after the stated date of the vote.

Section 9. Voting by Mail. Where Directors or Officers are to be elected by members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

ARTICLE VII. BOARD OF DIRECTORS

Section 1. General Powers. The Board of Directors shall exercise the powers of the association except such as are by law, the Articles of Incorporation, or these Bylaws conferred, upon or reserved, to the members. The Board of Directors shall advise, govern, oversee policy, direction, and assist with the leadership and general welfare, and promote of the Association to support and govern the Association’s purpose and needs. The Board shall be elected by the membership of the Association. The resulting Board shall be up for re-election every other year thereafter at the annual meeting. The major responsibilities of a Board member are: (1) Organizational leadership and advisement. (2) Organization of the Board of Directors, and Committees. (3) Formulation and oversight of written policies and procedures. (4) Financial management, including adoption and oversight of the annual budget. (5) Oversight of programs, planning and education. (6) Personnel evaluation when applicable. (7) Review of organizational and program reports. (8) Promotion of the Association. (9) Fundraising and outreach. (10) Review and update of the Articles of Incorporation and Bylaws and presenting to the membership for final approval.

Section 2. Number, Tenure, Requirements, and Qualifications. The Directors shall consist of no less than three (3) nor more than seven (7), including the following officers: the Chair, the Vice-Chair, the Secretary, and the Treasurer, and Directors at Large. No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present.

Section 3. Members’ Expectations of Board Members. Nonprofit Board members have basic responsibilities, support and governance, each requiring different skills and expertise. The Board members shall be “supporters” in raising money, bring contacts to the Association, and

act as ambassadors to the community. Equally important is the “governance” role which involves

protection of the public interest, being a fiduciary, selecting the committee members, assessing their performance and the performance of other members of the Board, overseeing the Association compliance with legal and tax requirements, and evaluation of the Association’s work. Board Members should also: (1) attend and participate in meetings on a regular basis and special meetings and events as able. (2) participate on a standing committee of the Board and serve on ad-hoc committees, as necessary. (3) be alert to community concerns that can be addressed by the Association such as purpose, objectives, and programs and helping to communicate these to the community. (4) be familiar with the Association’s finances, budget, and financial/resource needs. (5) understand the Articles of Incorporation, the Bylaws and the policies and procedures of the Association, and (6) be a paid member in good standing of the Association.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location as the place for holding any special meetings of the Board called by them.

Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least five (5) days in advance of the meeting by telephone, facsimile, or other digital or electronic methods. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the

meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 6. Quorum. The presence, in person or by telecommunication or computer-generated or digital method of participation of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

Section 7. Director Forfeiture. Any member of the Board of Directors who fails to fulfill any requirements as set forth in Section 3 of this Article by September 1st shall automatically forfeit their seat on the Board. The Secretary shall notify the Director in writing that the seat has been declared vacant, and the Board of Directors may immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all the requirements of Section 3 of this Article are not entitled to vote at the annual meeting. The member has 45 days to appeal the decision. Removal is made final by a majority vote of the Board of Directors.

Section 8. Vacancies. Whenever any vacancy occurs in the Board of Directors it shall be filled

without undue delay by a majority vote of the remaining members of the Board of Directors at a regular or special Board of Directors meeting. Vacancies may be filled according to specific methods approved by the Board of Directors, including but not limited to, application, resume, or letter of intent.

Section 9. Conflict of Interest – Close Relative. No Director may be a close relative to another Director. The term “close relative” means an individual who (1) through blood, law or marriage is a spouse, child, stepchild, father, stepfather, mother, stepmother, brother, stepbrother, half-brother, sister, stepsister, half-sister, grandparent, grandchild, father-in-law, mother-in-law, brother-in-law, sister-in-law, son-in-law, or daughter-in-law, or (2) resides in the same residence.

Section 10. Compensation. Members of the Board of Directors shall not receive any compensation for their services as Directors.

Section 11. Personal Liability of Directors. A director of the association shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action unless: (1) the Director has breached or failed to perform the duties of the office, and (2) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.

Section 12. Liability of Directors. This section shall not apply to (1) the responsibility or liability of a Director, pursuant to any criminal statute, or (2) the liability of a Director for payment of taxes pursuant to local, state or federal law.

Section 13. Removal of Directors by Directors. The Board of Directors may remove a Director from the office by an affirmative vote by a majority of Directors. A Director may be removed by the Board of Directors for conduct which is fraudulent, illegal, or unethical and which is harmful to the Association. Additionally, a Director may be removed if the Board of Directors determines that the conduct of the Director being removed is such that would irreparably harm the reputation and integrity of the Board of Directors and/or the Association. No Director may be removed because of a disagreement between Board Members on legitimate issues to be determined by the Board of Directors, and no Director may be removed to gain a voting advantage on any issue or group of issues legitimately being considered by the Board.

Section 14. Confidentiality. Directors shall not discuss or disclose information about the Association or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the associations’ purposes or can reasonably be expected to benefit the Association. Directors shall use discretion and good business judgment in discussing the affairs of the Association with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Association.

Section 15. Parliamentary Procedures. Any question concerning parliamentary procedure at meetings shall be determined by the Chair by reference to Robert’s Rules of Order “five-year current”.

ARTICLE VIII. OFFICERS.

Section 1. The Chair. The Chair shall preside at all meetings of the membership. The Chair shall have the following duties: (a) Preside at all meetings of the Executive Committee. (b) Have general and active management of the business of this Board. (c) See that all orders and resolutions of the Board are brought to the Board of Directors. (d) Have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.

Section 2. Vice-Chair. The Vice-Chair shall be vested with all the powers and shall perform all the duties of the Chair during the absence of the latter. The Vice-Chair duties are: (a) Have the duty of chairing their respective committee and such other duties as may, from time to time, be determined by the Board.

Section 3. Secretary. The Secretary shall have the authority to oversee and delegate the following responsibilities and actions: (a) Keep the minutes of the meetings of the members and of the Board, (b) See that all notices are duly given in accordance with these bylaws or as required by law, (c) Keep safe the Association books and records and the seal of the Association, and affixing the seal of the organization to all certificates of membership prior to the issuance thereof, and to all documents, the execution of which on behalf of the Association under its seal is duly authorized in accordance with the provisions of these bylaws, (d) Keep a register of the names and mailing addresses of all members, (e) Sign, with the Chair of the Board, certificates of membership, the issuance of which shall have been authorized by the Board or the member, (f) Keep on file at all times a complete copy of the Articles of Incorporation and bylaws of the Association containing all amendments thereto (which copy shall always be open to the inspection of any member) and at the expense of the Association, furnishing a copy of all amendments to any member upon request, (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board, and (h) Ensure the posting of the agendas and minutes on the official website.

Section 4. Treasurer. The Treasurer shall have the authority to oversee and delegate the following financial responsibilities and actions: (a) Custody of all funds and securities of the Association, (b) The receipt of and the issuance of receipts for all monies due and payable to the Association and for the deposit of all such monies in the name of the Association, and (c) The general performance of all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board. The Treasurer acts in a fiduciary capacity for the benefit of the Association performing at the highest standards of trust and integrity.

Section 5. In the absence of the Secretary of the Board or in the event of the Secretary’s inability or refusal to act, the Vice Chair shall serve as Secretary.

Section 6. In the absence of the Treasurer of the Board or in the event of the Treasurer’s inability or refusal to act, the Vice Chair shall serve as Treasurer.

Note: In the event that there is an absence of the required member then the Secretary shall appoint a member of the Board to fulfill the duties in the interim.

ARTICLE IX. COMMITTEES

Section 1. Committee Formation. The majority of the Board of Directors may create committees as needed, such as fundraising, public relations, data collection, etc. The Board chair appoints all committee chairs, except for the Finance Committee, whose Chair is the Treasurer of the Board.

Section 2. Executive Committee. The Board of Directors Officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors and is subject to the direction and control of the full Board.

Section 3. Finance Committee. The Treasurer is the Chair of the Finance Committee, which includes (3) three other Board members, if available. Otherwise, the Board of Directors is responsible for developing and reviewing fiscal procedures, and the annual budget. The Board must approve the budget and all expenditures must be within budget. When approved by the Board, the budget must be taken to the membership for a final vote. Any major change in the budget must be approved by the Board and then the Membership. The fiscal year is the calendar year. Annual reports are required to be submitted to the Board, showing income, expenditures, and pending income. The financial records of the Association are public information and shall be made available to the membership, Board members, and the public.

ARTICLE X. INDEMNIFICATION

Section 1. General. To the full extent authorized under the laws of the State of Nevada, the Association shall indemnify any current or former Director, Officer, employee, or agent of the Association, or any person who may have served at the Association’s request as a Director or Officer of another corporation (each of the foregoing members, Directors, Officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party, by reason of being or having been such member, Director, Officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any Bylaw, agreement, resolution of the Board of Directors, or otherwise.

Section 2. Insurance. The Association may purchase and maintain insurance on behalf of any person who is or was a member, Director, Officer, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Association would have the power or obligation to indemnify such person against such liability under this Article.

ARTICLE XI. SEAL

Section 1. Seal. The seal of the Association shall have inscribed thereon the name of the Association.

ARTICLE XII. INTELLECTUAL PROPERTY AND PROPERTY

Section 1. Intellectual Property. Intellectual property, such as a Facebook page or a website, will be owned by the Association and will be maintained at the direction of the Board of Directors. Any person can be directed by the Board of Directors to set up the website and be an administrator, but that person must immediately add a second administrator as soon as a website is created. Each administrator must have an agreement with the Association that they are only an administrator and not an owner, and when requested to turn administration over to the Association, that person will do so immediately. All readable and reproducible materials, whether digital, electronic or printed, that have been generated for or by the Association, are subject to and protected by the copyright laws of the United States.

Section 2. Property. Property such as a computer, laptop, printer, keys to a mailbox, signs, water testing equipment, all written and printed materials paid for by the Association or donated, belong to the Association. Any person requested to return such materials at any time must do so immediately.

ARTICLE XIII. FINANCIAL TRANSACTIONS

Section 1. Contracts. Except as otherwise provided in theseBylaws, the Board of Directors may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of theAssociation, and such authority may be general or confined to specific instances. Certain contracts, e.g., printing of signs, posters, brochures, etc., would automatically not be included in this section as they would fall under the budget.

Section 2. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of the Association, shall require two (2) signatures, and/or countersigned by such Officer(s), agent(s), or employee(s) of the Association and in such manner as shall, from time to time be determined by resolution of the Board of Directors.

Section 3. Deposits. All funds, except petty cash of the Association shall be deposited, from time to time, to the credit of the Association in such bank(s) as the Board may select.

Section 4. Expenses. Expenses may be reimbursed when a cost does not exceed $1,000, and with prior approval of the Board of Directors. All transactions over $1,000 must be approved by the Membership, unless already approved within the annual budget, e.g., insurance. Costs incurred in defending a civil or criminal action, suit, or proceeding, (including reasonable attorneys’ fees), may be paid by the Association in advance of the final disposition, if authorized by the Board of Directors and if the indemnitee is ultimately determined to be entitled to be indemnified.

ARTICLE XIV. AMENDMENTS

Section 1. Amendments to Articles of Incorporation. The Articles of Incorporation may be amended in any manner at any regular or special meetings of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be affected thereby shall be given to each Director at least five (5) days in advance of such a meeting. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of a majority of Directors then in office. All other amendments to the Articles shall require the affirmative vote of an absolute majority of Directors then in office. The filing of the Amended Articles with this information to the State of Nevada shall be done in compliance with the State requirements.

Section 2. Amendments to the Bylaws. The Board of Directors may amend these Bylaws by a majority of members vote at any regular or special meeting. Notice of proposed amendments will be handed out to members at the next General Meeting.

ADOPTION OF BYLAWS

We, the undersigned, are all members of the current Directors or incorporators of thisAssociation, and we consent to, and hereby do, adopt the foregoing Bylaws, as the Bylaws of this corporation.

Revisions History

Action Taken	How Implemented	Date Revised
Removal associate memberships, updates to addresses, New Officers	BOD action, Vote of membership	May 2025
New Board members, Removal dated content by committee review	BOD action, Vote of membership	November 2023
Minor updates	BOD action, Vote of membership	2021
Application to Secretary of State	BOD Action	October 2020