Revised & Amended
BY – LAWS
Of
ROOSEVELT WATER ASSOCIATION, INC.
ARTICLE I
General Purposes
The purposes for which this corporation is formed, and the powers which it may exercise are set forth in the articles for incorporation of the corporation.
ARTICLE II
Name and Location
Section 1. The name of this corporation is the ROOSEVELT WATER ASSOCIATION, Inc.
Section 2. The principal office of this corporation
shall be located in the City of
ARTICLE III
Seal
Section 1. The seal of the corporation shall have inscribed thereon the name of the corporation, the year of its organization and the words, “Non-Stock Corporation, Washington”.
Section 2. The Secretary of the corporation shall have custody of the seal.
Section 3. The seal may be used by causing it or a facsimile thereof to be affixed or reproduced or otherwise.
ARTICLE IV
Fiscal Year
The fiscal year of the corporation shall begin the first day of January in each year.
ARTICLE V
Membership
Section 1. The holders of membership certificates of this corporation are its members. Any bona fide landowner or occupant of a farmstead or rural residence having a reasonable accessibility to the source of, and who are in need of having water supplied for domestic, livestock, garden, industrial, and commercial purposes from the water system constructed, maintained, and operated by the corporation will be admitted to membership upon subscribing for and otherwise acquiring a membership certificate and by signing such agreements for the purchase of water as may be provided and required by the corporation; provided that now person otherwise eligible shall be admitted to the corporation if the capacity of the corporation’s water system is exhausted by the needs of its existing members, unless a proposed new member is purchasing a property presently served by the corporation and when the seller is retaining his membership because of other property or properties he may own that is presently served by the corporation. The membership fee for all charter members shall be $200.00. Charter members shall be those who hold membership certificates of record in the corporation on the date of completion of construction of the initial, or primary system, as determined by the board of trustees. New memberships, issued to other than charter members, will require the payment of a fee including service installation charges as determined by the board of trustees.
Section 2. There shall be three classes of memberships: Users, Residence Non-Users and Non-Users with Unoccupied Property. Each member of this corporation, regardless of class of membership shall be entitled to one, but no more than one, vote at meetings of the members. Any member may own more than one membership certificate, in one or more classes of membership, in this corporation, but such multiple ownership does not give said member any greater interest in the corporation than a member owning but one membership certificate.
Section 3. Each membership, as represented by a valid membership certificate and the service connection therefore, is to be located at a specific spot, or station, along the water distribution main line. Should the property on which a membership is located be sold or otherwise transferred from a member to any other person or party, the right of membership shall automatically pass to the new owner of the property, and, providing that the transferring member is free from indebtedness to the corporation and that the new owner executes the current form of water users, or membership, agreement, the membership shall be transferred on the books of the corporation to the new owner.
ARTICLE VI
Membership
Certificates
Section 1. This corporation shall not have capital stock, but its capital shall be represented by membership certificates.
Section 2. The membership certificates shall be issued to each holder of a fully paid membership and shall be numbered consecutively, in accordance with the order of issue. Each membership certificate shall bear on its face the following statement:
a) This membership certificate, No. ____, is issued and accepted in accordance with and subject to the conditions and restrictions stipulated in the articles of incorporation and by-laws and amendment to the same of the ROOSEVELT WATER ASSOCIATION, INC.
b) Transfers of memberships certificates shall be made only upon the book of the corporation – upon the surrender of the certificates covering the same by the holders thereof or their legal representatives – only to persons eligible to become members and determined on the basis of ARTICLE V of the By – laws and only when the member transferring is free from indebtedness to the corporation.
c) Each member of this corporation, regardless of class of membership or the number of memberships owned by said member, is entitled to one, but no more than one; vote at meetings of the members. Every member upon becoming a member of this corporation agrees to sign such agreement of the purchase of water from the corporation as may from time to time be provided and required by the corporation.
ARTICLE VII
Meetings of Members
Section 1. The annual meeting of the members of
this corporation shall be held in the immediate Snohomish-Monroe area,
Section 2. Special meetings of the members may be called at any time by the action of the board of trustees and such meetings must be called whenever a petition requesting such meeting is signed by at least ten percent of the members and presented to the secretary or to the board of trustees. The purpose of every special meeting shall be stated in the notice thereof, and no business shall be transacted thereat except such as is specified in the notice.
Section 3. Notice of meetings of members of the corporation must be given by a notice mailed to each member of record, directed to the address shown upon the books of the corporation, at least ten days prior to the meeting. Such a notice shall state the nature, time place, and purpose of the meeting, but no failure or irregularity of notice of any annual meeting, regularly held, shall affect any proceedings taken thereat.
Section 4. The members present at any meeting of the members shall constitute a quorum at any meeting of the corporation for the transaction of business. The voting powers of the members of this corporation shall be equal; each member shall have one vote only. At any meeting of the members, a member entitled to vote may vote by proxy and be represented in all regards as if he were present in person, provided and is executed not more than 30 days prior to the meeting at which it is used on the form provided by, and available from, the Secretary of the corporation. All executed proxies must be submitted to the corporation Secretary for validation at least one hour prior to the meeting at which they are to be used.
Section 5. Trustees of this corporation shall be elected at the annual meeting of the members.
Section 6. The order of business at the regular meetings and so far as possible at all other meetings, shall be:
a) Calling to order and proof of quorum
b) Proof of notice of meeting
c)
d) Reports of officers and committees
e) Election of trustees
f) Unfinished business
g) New business
h) Adjournment
ARTICLE VIII
Trustees and Officers
Section 1. The board of trustees of this corporation shall consist of seven members, all of whom shall be members of the corporation. The trustees named in the articles of incorporation shall serve until the first annual meeting of the members and until their successors are elected and have qualified. At the first annual meeting of the members, two trustees shall be elected for a term of one year; two trustees fro a term of two years; three trustees for a term of three years. At each annual meeting thereafter, the members shall elect for a term of three years the number of trustees whose terms of office have expired.
Section 2. The board of trustees shall meet within ten days after the first election and within ten days after the annual election of trustees and shall elect by ballot a president and vice-president from among themselves and a secretary-treasurer, each of whom shall hold office until the next annual meeting and until the election and qualification of his successor unless sooner removed by death, resignation or for cause.
Section 3. If the office of any trustees becomes vacant by reason of death, resignation, retirement, disqualification or otherwise, except by removal from office, a majority of the remaining trustees, though less than a quorum shall, by a majority vote, choose a successor who shall hold office until the next regular meeting of the members of the corporation, at which time the members shall elect a trustee for the unexpired term or terms, provided that in the call of such regular meeting a notice of such election shall be given.
Section 4. A majority of the board of trustees shall constitute a quorum at any meeting of the board.
Section 5. Compensation of officers may be fixed at any regular or special meeting of the members of the corporation. Trustees shall receive no compensation for their services as such.
Section 6. Officers and trustees may be removed from office in the following manner: Any member, officer, or trustee may present charges against a trustee or officer by filing them in writing with the secretary of the corporation. If presented by a member, the charges must be accompanied by a petition signed by ten percent of the members of the corporation. Such removal shall be voted on at the next regular or special meeting of the members and shall be effective if approved by a vote of the majority of the members. The trustee or officer against whom such charges have been presented shall be informed, in writing, of such charges five days prior to the meeting, and shall have the opportunity at such meeting to be heard in person or by counsel and to present witnesses; and the person or persons presenting such charges against him shall have the same opportunity. If the removal of a trustee is approved, such action shall also vacate any other office held by the removed trustee in the association. A vacancy in the board thus created shall immediately be filled by a vote of a majority of the members present and voting at such meeting. A vacancy in any office thus created, shall be filled by the trustees from among their number so constituted after the vacancy in the board has been filled.
ARTICLE IX
Duties of Trustees
Section 1. The board of trustees, subject to restriction of law, the articles of incorporation, or these by-laws, shall exercise all of the powers of the corporation and, without prejudice to or limitation upon their general powers, it is hereby expressly provided that the board of trustees shall have, and are hereby given, full powers and authority (to be exercised by resolution adopted by a majority vote of all the members) in respect to the matters and as hereinafter set forth:
a) To pass upon the qualifications of members in accordance with ARTICLE V and to cause to be issued appropriate certificates of membership.
b) To select and appoint all officers, agents, or employees of the corporation or remove such agents or employees of the corporation for just cause, prescribe such duties and designate such powers as may not be inconsistent with these by-laws, fix their compensation and pay for faithful service.
c) To borrow from any source, money, goods or services and to make and issue notes and other negotiable transferable instruments, mortgages, deeds of trust, and trust agreements, and to do every act and thing necessary to effectuate the same.
d) To prescribe, adopt and amend, from time to time, such equitable uniform rules and regulations as, in their discretion, may be deemed essential or convenient for the conduct of the business and affairs of the corporation and the guidance and control of its officers and employees, and to prescribe adequate penalties for the breach thereof.
e) To order, at least once each year, an audit of the books and accounts of the corporation by a competent public auditor or accountant. The report prepared by such auditor or accountant shall be submitted to the members of the corporation at their annual meeting.
f) To fix the charges to be paid by each member for services rendered by the corporation to him, the time of payment and the manner of collection.
g) To require all officers, agents, and employees charged with responsibility for the custody of any of the funds of the corporation to give adequate bonds, the cost thereof to be paid by the corporation, and it shall be mandatory upon the trustees to so require.
h) To select one or more banks to act as depositories of the funds of the corporation and to determine the manner of receiving, depositing, and disbursing the funds of the corporation and the form of checks and the person or persons by whom the same shall be signed, with the power to change such banks and the person or persons signing such checks and the form thereof at will.
i) To levy assessments against the membership certificates of the corporation and to enforce the collection of such assessments in accordance with ARTICLE XI, Section 5.
ARTICLE X
Duties of Officers
Section 1. Duties of the President. The President shall preside over all meetings of the corporation and the board of trustees, call special meetings of the trustees, perform all acts and duties usually performed by an executive and presiding officer, and sigh all membership certificates and such other papers of the corporation as he may be authorized or directed to sign by the board of trustees, provided the board of trustees may authorize any person to sign any or all checks, contracts and other instruments in writing on behalf of the corporation. The president shall perform such other duties as may be prescribed by the board of trustees.
Section 2. Duties of the Vice-President. In the absence or disability of the President, the Vice-President shall perform the duties of the President; provided, however, that in case of death, resignation or disability of the President, the board of trustees may declare the office vacant and elect his successor.
Section 3. Duties of the Secretary-Treasurer. The Secretary-Treasurer shall keep a complete record of all meetings of the corporation and of the board of trustees and shall have general charge and supervision of he books and records of the corporation. He shall sign all membership certificates with the President and such other papers pertaining to the corporation as he may be authorized or directed to do so by the board of trustees. He shall serve all notices required by law and by these by-laws and shall make a full report of all matters and business pertaining t his office to the members at the annual meeting. He shall keep the corporation seal and membership certificate records of the corporation, complete and countersign all certificates issued and affix said corporation seal to all papers requiring seal. He shall keep a proper membership certificate record, showing the name of each member of the corporation and date of issuance, surrender, cancellation or forfeiture. He shall make all reports required by law and shall perform such other duties as may be required of him by the corporation or the board of trustees. Upon the election of his successor, the Secretary-Treasurer shall turn over to him all books and other property belonging to the corporation that he my have in his possession. He shall also perform such duties with respect to the finances of the corporation as may be prescribed by the board of trustees.
ARTICLE XI
Benefits and Duties
of Members
Section 1. The corporation will install, maintain, and operate a main distribution pipe line or lines from the source of the water supply and service lines from the main distribution pipe line or lines to the property line of each membership of the corporation, at which points, designated as delivery point, meters to be purchased, installed, owned, and maintained by the corporation shall be placed. The cost of the service line from the main distribution pipe line or lines of the corporation to the property line of each charter membership shall be paid by the corporation. The corporation will also purchase and install a cut-off valve in each service line from its main distribution line or lines, such cut-off valve to be owned and maintained by the corporation and to be installed on some portion of the service line owned by the corporation. The corporation shall have the sole and exclusive right to use such cut-off valve to turn it on and off. The cost of all service lines installed after installation of the main distribution pipe line past a membership property shall be paid by the member desiring such installation, Service line connections shall be ¾” diameter unless member requests and pays for extra cost of larger service.
Section 2. Each member shall be entitled to purchase from the corporation, pursuant to such agreements as may from time to time be provided and required by the corporation, such water for domestic, livestock, garden, industrial, and commercial purposes as a member may desire, subject, however, to the provisions of the by-laws and such rules and regulations as may be prescribed by the board of trustees.
Section 3. No new service line or change in an existing service line may be made which will interfere with an existing line or the delivery of water therein. Each service line shall connect with the corporation’s water system at the nearest available place to the place of desired use by the member if the corporation’s water system shall be of sufficient capacity to permit the delivery of water through a service line at the place without interfering with the delivery of water through a prior service line. If the corporation’s water system shall be inadequate to permit the delivery of water through a service line installed at such place without interfering with the delivery of water through a prior service line, then such service line shall be installed at such place as may be designated by the corporation. Each membership will be required to provide and maintain the necessary and desired plumbing connections from the individual service meter (corporation delivery points) to point of water use.
Section 4. In the event the total water supply shall be insufficient to meet all of the needs of the members, or in the event there is a shortage of water, the corporation may prorate the water available among the various memberships on such schedule of hours covering the use of water and require adherence thereto, provided that if at any time the total water supply shall be insufficient to meet all of the needs of the members for domestic, livestock, garden, industrial, and commercial purposes, the corporation must first satisfy all of the needs of the members for domestic purposes before supplying any water for livestock purposes, and must satisfy all the needs of the members for both domestic and livestock purposes before supplying water for garden, industrial, or commercial purposes.
Section 5. The board of trustees shall, during the month of January, determine the assessments for debt repayment to the Farmers Home Administration applicable on the pro-rata basis to each membership for the following calendar year, and the flat minimum monthly rate to be charged each user membership during the following calendar year for a specified quantity of water, such flat minimum monthly rate to be payable irrespective on whether any water is used by a member during a month if service facilities are installed for such member, and the amount of additional charges, if any, for additional water which may be supplied the members; shall fix the dates for the payment of such charges, and shall notify each member off the amount of such charges and the dates for the payment thereof. A member to be entitled to delivery of water shall pay such charges at the office of the corporation at or prior to the dates fixed by the board of trustees. The failure to pay water charges duly imposed shall result in the automatic imposition of the following penalties:
a) Non-payment for thirty days after due: The water shall be cut off from the property served by the delinquent membership until such time as payment is made of an charges due plus a penalty fee as established by the board of trustees, not to exceed $25.00.
b) Non-payment for sixty days after due: Membership in the corporation shall be terminated as of the date of delinquency; provided however, that such terminated membership may be reinstated in good standing, with all the rights and privileges in effect at termination date for the membership, upon payment in full of all unpaid monthly assessments from date of termination to reinstatement date, plus interest thereon and a penalty fee as established by the board of trustees, not to exceed $50.00 by any person or party who holds vested interest in the property served by said membership.
c) The board of trustees shall be authorized to require each member to enter into water users agreements, which shall embody the principles set forth in the foregoing sections of this ARTICLE.
ARTICLE XII
Distribution of
Surplus Funds
Section 1. It is not anticipated that there will be any net income. If there should be any, then at the end of the fiscal year, after paying the expenses of the corporation for operation and otherwise, and after setting aside reserves for depreciation on all buildings, equipment, and office fixtures, and such other reserves as the board of trustees may deem proper, and after providing for payments of interest and principal of obligations and amortized debts of the corporation, and after providing for the purchase of proper supplies and equipment, the net earnings shall be accumulated in a surplus fund for the purpose of replacing, enlarging, extending and repairing the system and property of the corporation, and for such other purposes as the board of trustees may determine to be for the best interests of the corporation. There shall be no distribution of the net earnings, or said surplus fund, to the members of the Association. (Adopted by membership at special meeting May 29, 1974)
ARTICLE XIII
Amendments
Section 1. These by-laws may be repealed or amended by a vote of a majority of the members resent at any regular meeting of the corporation, or at any special meeting of the corporation called for the purpose, except that the members shall not have the power to change the purposes of the corporation so as to decrease its rights and powers under the laws of the state, or to waive any requirement of bond or other provision for the safety and security of the property and funds of the corporation so to amend the by-laws as to effect a fundamental change in the policies of the corporation. Notice of any amendment to be made as a special meeting of the members must be given at least ten days before such meeting and must set forth the amendments to be considered.