BYLAWS OF
The Rutheron Water
Association
The Rutheron Water
Association, hereinafter referred to as the “association,” is a non-profit
mutual domestic water consumers’ association formed under the Sanitary Projects
Act of the State of
ARTICLE I
Names, Objects,
Purposes,
The
corporate name, the objects and purposes, and the principal place of business
of the association, will be as stated and provided in the Certificate of
Incorporation of the association.
ARTICLE II
Seal
The
Seal of the association will have inscribed on it the name of the association “and the words A Non-Profit
Association.”The Secretary of the association shall have custody of the
seal.
ARTICLE III
Fiscal Year
The
fiscal year of the association shall begin on the first day of January of each year.
ARTICLE IV
Membership
A member shall be defined as a person or persons
recognized by the association as legitimate owners of a membership certificate.
Section 1. Membership Application. Persons or entities who own land or are heirs
to landowners within the community of Rutheron, County of Rio Arriba, New
Mexico, being within an area reasonably accessible to the system, and
who are in need of water for domestic purposes, and who are eligible for membership
as provided by the Articles of Incorporation and Bylaws, may be admitted to
membership upon application, proof of property ownership, and the payment of
membership fees: membership, connection, water rights, infrastructure
improvements, and other fees in the amount specified in the Rules and
Regulations of the association. Provided, however, that membership may be
denied if the capacity or water rights of the association is inadequate to
supply the needs of its existing members, and if it is financially impossible
for the association to acquire additional facilities to accommodate new
members. In the event of a shortage of water, the association will take
appropriate measures to provide water to meet the needs of the association.
Membership in the association is primarily for residential users. However,
provided that, in the judgment of the board of directors, there is sufficient
water available, the association may provide water to commercial
establishments.
Section 2. Membership Application Approval. All applications for membership and/or
transfer of membership must be approved by the board of directors. Applications
for membership in the association will be in the form approved and provided by
the board of directors. Membership will not be denied because of the
applicant’s race, color, creed, national origin, or sex.
Section 3. Rights, Privileges and Obligations of Members. The rights, privileges and obligations of all
members of the association will be equal.
Section 4. Voting. Each
member will be entitled to one vote only, regardless
of the number of memberships held. Voting by proxy will be permitted
provided that there is a written signed notification from the member of record. Proxy does not constitute quorum.
Voting by mail will not be permitted.
Section 5. Voting by Married Couples or Joint Owners. Married couples or joint owners who are
members of the association shall be entitled to one vote only regardless of the
number of membership certificates held by the married couple or joint owners.
This one vote shall be cast as follows: if both husband and wife, or both joint
owners, attend a meeting, only one vote may be cast between the two persons
present on behalf of the married couple or the joint ownership. If there is a
dispute or difference of opinion on a voting matter between the two persons in
the married couple or in the joint ownership, then each spouse or each joint
owner shall be entitled to cast a half (1/2) vote each. If only one spouse or
one joint owner attends a meeting, then that one spouse or one joint owner may
cast one vote on behalf of the married couple or on behalf of the joint
ownership.
ARTICLE V
Meetings of Members
Section 1. Date and Time of Membership Meeting. The meeting of the members of this
association will be held annually in or near the community of Rutheron,
County of Rio Arriba, State of New Mexico, on or about the third Saturday in
June, at about 10:00 a.m., or at a date and time designated by the board. In
the event that such meeting cannot be held on this day, the meeting will be
rescheduled and held within thirty (30) days following the date specified
above.
Section 2. Calling for a Special Meeting. Special meetings of the members of the
association may be called at any time by the President, or upon resolution of
the board of directors, or upon a written petition to the President of the
board, signed by ten (10%) percent of the members. The purpose of every special
meeting will be stated in the notice thereof, and no business will be
transacted thereat, except such as is specified in the notice.
Section 3. Notice of Meetings.
Notice of annual, special, and emergency meetings of the members of the
association will be given as follows: at least ten (10) days prior to the
annual meeting; at least three (3) days prior to a special meeting; at least
one (1) day prior to an emergency meeting. Depending upon the urgency and
scheduling of the meeting, notice will be mailed to each member of record,
and/or posted at various locations determined by the board. In addition, notice
will be posted on the website of the association. All such notices will state
the nature, time, place and purpose of the meeting.
Section 4. Quorum. Ten
percent (10%) of the total membership of the association will constitute a quorum
at any meeting of the association for the transaction of business. If no quorum
is determined, another meeting will be held within thirty (30) days. At that
meeting the members present in person or by proxy will constitute a quorum for
the transaction of business. The arrangement for such a meeting will follow
Sections 2 and 3 of Article V above of these Bylaws.
Section 5. Meeting Agenda.
The order of business at the meeting of the membership, and as far as
possible, at other meetings, shall be:
1. Call to order and
proof of quorum
2. Proof of notice of
meeting
3. Approval of agenda
4.
5. Reports of officers
and committees
6. Election of directors
7. Unfinished business
8. New business
9. Adjournment
ARTICLE VI
Board of Directors
Section 1. Functions of the Board of Directors. A board of between five and seven (5-7)
directors will manage the business and affairs of the association. The powers
and responsibilities of such board include:
(1) Selection of, and delegation of
authority for the management of the association’s business to officers;
(2) Determination of policies for guidance
of the management of the association;
(3) Control of finances by authorizing
budgets and expenditures;
(4) Keeping members fully informed of
business of the association;
(5) Causing audits to be made from time to
time as is necessary or required by the USDA/Rural Utilities Services, and/or
the Laws of the State of
(6) Studying the requirements of members and
promoting good membership regulations;
(7) Prescribing the form of Membership
Certificates;
(8) Establishing water charges, penalties,
and fees;
(9) Levying assessments, and the enforcement
and collection thereof, in accordance with the provisions of these Bylaws, the
Rules and Regulations of the association, equitable uniform rules and
regulations, and the Laws of the State of
Section 2. Election and Term of Board Members. The business and affairs of this association
shall be conducted and managed by a board of directors, consisting of between
five and seven (5-7) members, all of whom shall be members of this association.
The members of the board of directors shall be elected annually (each year)
from and by the membership of the association, for staggered terms of two (2)
years each.
Section 3. Election and/or Meeting of the Officers. The board of directors shall meet as soon as
possible after the holding of the annual election, and in any event within ten
(10) days of that time. They will review their duties as officers, and, each
and every time there is an election by the membership, the directors shall
subsequently elect a President, Vice-President, Secretary, Treasurer, and
Members at Large from among themselves, each of whom shall hold that office
until the next membership meeting, unless sooner removed by death, resignation,
or for cause.
Section 4. Compensation of Officers. The members of the board of directors will
receive no compensation for their services as directors. However, training and related expenses
that will enable a Board Member to perform more effectively on behalf of the
association will be eligible for reimbursement. With proper
documentation and receipts, directors may be reimbursed for per diem and
mileage expenses at the state’s current rate, as well as other actual expenses.
Section 5. Meetings of the Board of Directors. In addition to the annual meeting, and any
special or emergency meeting, the board shall hold meetings in accordance with
the current Open Meetings Act resolution. A majority of the board being present
at any meeting, will constitute a quorum for the conduct of business thereat.
Section 6. Powers of the Board.
The board of directors shall have the general power to act for the
association in any manner not prohibited by Statute or the Articles of
Incorporation. If the association shall, at any time, borrow or receive by way
of grant, any property of the
Section 7. Vacancies. If
the office of any director becomes vacant by reason of death, resignation,
retirement, disqualification or otherwise, except by removal from office, a
majority of the remaining directors, though less than a quorum, shall, by a
majority vote, choose a successor who shall hold office until the next annual
meeting of the members of the association, at which time the membership shall
elect a director for the unexpired term or terms, provided that in the notice
of such regular meeting, a notice of such election shall be given.
Section 8. Removal of Directors and Officers. Any member may be removed from the Board of
Directors and his or her term declared vacant if she/he neglects or refuses to
perform her/his duties. Removal may take place at any meeting of the general
membership by majority vote. If a
board member misses three [3] consecutive board meetings, the remaining
directors may, at their discretion, remove and replace the director for the
remainder of the current board term, until the next annual meeting. At the
annual meeting following this removal, the membership will, by majority vote,
replace the director.
ARTICLE VII
Duties of Officers
Section 1. Duties of the President. The President shall preside over all meetings
of the association and the board of directors, shall call special meetings of
the board of directors, and shall perform all acts and duties usually performed
by an executive and presiding officer. He or she shall sign all membership
certificates, notes, bonds, mortgages, contracts and other instruments on
behalf of the association. He or she shall be an ex-officio member of all
standing committees, and shall have such powers and shall perform such other
duties as may be properly required of him or her by the board of directors.
Upon the election of his or her successor, the President shall turn over to him
or her all books and other property belonging to the association that he or she
may have in his or her possession.
Section 2. Duties of the Vice-President. The Vice-President, in the absence or
disability of the President, shall perform the duties of the President.
However, in the case of death, resignation or disability of the President, the board
of directors may declare the office vacant and elect his or her successor from
among the remaining directors, to fill the unexpired portion of the President’s
term. Upon the election of his or her successor, the Vice President shall turn
over to him or her all books and other property belonging to the association
that he or she may have in his or her possession.
Section 3. Duties of the Secretary. The Secretary, unless otherwise directed by
the board of directors, shall:
(1) keep a complete record of all meetings
of the association and of the board of directors;
(2) attest the President’s signature on all
membership certificates and other papers pertaining to the association;
(3) keep the corporate seal, complete and
attest all certificates issued, and affix said association seal to all papers
requiring seal;
(4) keep a proper membership certificate
record, showing the name of each member of the association and date of
issuance, surrender, transfer, termination, cancellation or forfeiture;
(5) prepare mail or notices required by law
and by these Bylaws;
(6) serve, mail, or deliver all notices
required by law and by these Bylaws;
(7) make a full report of all matters and
business pertaining to his or her office to the membership at the annual
meeting, or at such other time or times as the board of directors may require.
(8)
Upon
the election of his or her successor, the Secretary shall turn over to him or
her all books and other property belonging to the association that he or she
may have in his or her possession.
Section 4. Duties of the Treasurer. At
the discretion of the board of directors, the Treasurer shall be
covered in the performance of his or her duties by a surety bond in an amount to be determined by the board of
directors. The premium for such bond shall be paid by the association.
Unless otherwise directed by the board of directors, the Treasurer shall:
(1) have general charge and supervision of
the financial books and records of the association;
(2)
maintain
a record of the indebtedness of the association and to the association;
(3) maintain a record of the payments made
and the current condition of all accounts;
(4) make a full report of all matters and
business pertaining to his or her office to the membership at the annual
meeting, or at such other time or times as the board of directors may require;
(5) collect all assessments and monies due
the association and deposit same in the depository designated by the board of
directors;
(6)
disburse
funds and keep the association current of all compliance reports and accounts
payable, and shall make a report on the business transacted by him or her on a
monthly basis or as requested:
(7)
provide
general direction and oversight to the billing clerk if applicable.
(8)
Upon
the election of his or her successor, the Treasurer shall turn over to him or
her all books and other property belonging to the association that he or she
may have in his or her possession.
Section 5. Duties of Members at Large. The member at large shall respond to
assignments delegated by the President of the board of directors. The member at
large may be requested to substitute at a meeting of the board of directors,
for any of the regular officers of the association, and/or to assume
co-chairmanship of any committee the board or the membership may see fit to
establish. Upon election of a successor they shall relinquish any and all
property of the association. However, they may retain any and all
co-chairmanships of committees which may have been assigned and which have not
been terminated by completion of their work or by other action of the board.
Upon the election of his or her successor, Members at Large shall turn over to
him or her all books and other property belonging to the association that he or
she may have in his or her possession.
Section 6. Guardian of the Records. The Guardian may be any board member, and
his/her function is to make the records of the association available upon
receipt of a written request from any association member in compliance with the
Inspection of Public Records Act of 1978. A written request shall provide the
name, address and telephone number of the person seeking access to the records
and shall identify the records sought with reasonable particularity. The
association reserves the right to charge for copying the documents requested.
Upon the election of his or her successor, the Guardian of Records shall turn
over to him or her all books and other property belonging to the association
that he or she may have in his or her possession.
Section 7. Other Employees or Agents. The board of directors may hire a foreman,
certified operator, meter reader, bookkeeper, billing clerk, and/or other
agents/contractors or employees, which may be necessary to superintend the
water system and its construction, maintenance and repair. Such agents,
contractors or employees may be authorized by the board of directors, under its
direction and pursuant to its Rules and Regulations, to provide for the
delivery of water service to the members of the association. Such agents or employees
shall be paid a compensation for the performance of their duties in an amount
determined by the board of directors and paid for by the members of the
association.
Section 8. Performance Bond. At the discretion of the board of directors, officers,
contractors and employees of the association who have the authority to sign
financial documents and handle the funds of the association shall be covered in
the performance of their duties by a surety bond, in an amount to be determined
by the board of directors. The association shall pay the premium(s) for these
bonds.
ARTICLE VIII
Water Charges,
Assessments, and Distribution of Services
Section 1. Providing Water Services. Water will not be delivered by the
association, except to users who are members of the association. Service
connections will be made only upon application to, and approval of, the board
of directors, and upon payment of fee[s] specified in the association’s Rules
and Regulations. All members shall pay a minimum monthly charge, regardless of
whether or not they use water. In compliance with State and Federal laws, all
service connections shall include
cross-connection prevention, shall be metered, and shall be installed
by a board-designated certified contractor.
Section 2. Establishing Rates and Budget. The board of directors shall establish a rate
schedule to be charged the membership for services provided by the association.
The established rate schedule will apply to each Certificate of Membership, and
will include monthly operating and usage charges, as well as other charges that
may be deemed necessary to maintain the financial health of the system. The
board of directors shall review the established rate schedule periodically, but
at least annually, to assure that sufficient income shall be generated for the
coming year to cover anticipated expenses. This determination shall be based on
the previous year’s actual expenses, the estimated budget for the coming year,
and the maintenance of a reserve fund for care of the system in future years.
Section 3. Assessments.
If at any time prior to the end of any fiscal year, it appears in the
judgment of the board of directors that the amount derived, or which shall be
derived, from collection of these monthly charges during any fiscal year shall
be insufficient to pay, when due, all costs incident to the operation of the
association’s system(s), as well as the payment of all debts of the
association, the board shall make and levy an assessment against each
Certificate of Membership to cover this shortfall.
Section 4. Establishing Reserve Funds. Although this association is a non-profit
cooperative association for the mutual benefit of its members, the board shall
establish rates at a level which provides for no less than ten (10%) percent of
annual operating expenses to be placed in a permanent reserve fund to be used
for the purpose of meeting contingent and unforeseen expenses of the
association. The board of directors shall determine the funding level required
for such contingent fund[s], and at what level it/they shall be maintained.
Section 5. Terminating the Supply of Water/Water Service. The board of directors shall have the
authority to terminate the delivery of water to a delinquent member, in
accordance with the Rules and Regulations of the association. The board must
act after a written notice of delinquency has been sent to the delinquent
member by mail, and/or by posting on premises.
Section 6. Terminating Membership. The board of directors shall have the
additional rights to terminate the membership of any member in the event of
non-payment of any water charges or assessments owed by such member, or for
violating the association’s Bylaws, Rules and Regulations or policies.
ARTICLE IX
Other
Section 1. Form of Certificate.
The board of directors will determine the form of membership certificate
and the same shall be signed by the President and his or her signature attested
by the Secretary orTreasurer, who shall impress thereon the Corporate Seal of
the association, provided that the form of certificate, in addition to any
other matters required by the board of directors to appear therein, shall
contain the statements as required by the Laws of the State of New Mexico.
Section 2. Membership Book.
As a part of the records of the association, there shall be kept a
Membership Book or membership record, which will contain a list of the
certificates of membership which have been issued, noting the number of the
certificate, the date thereof, the number of service connections, and the name
and address of the person to whom issued.
Section 3. Transfer & Purchase of Membership. Certificates of membership may be transferred
to another property owner, but not another property (see Section 4 below),
provided that any required transfer fee has been paid to the association and
that the transferee shall be eligible for membership and shall be approved by
the board of directors. Any
indebtedness to the association must be paid in full before the transfer is
processed and noted on the books of the association. The board of directors may
take back a membership for indebtedness, on behalf of the association, and in
accordance with its Rules and Regulations, and with no compensation to the
owner. In the event of this action, the proceeds shall first be applied to the
amount of the unpaid balance due the association by the member.
Section 4. Transfer of Meter.
Once installed, all meters become the property of the association and
are permanently fixed at their respective service locations. Therefore, no
physically-installed meter is transferable from the property that it was
intended to serve, to any other location. Thus, in the event of the sale,
transfer, assignment, lease or conveyance of the subject property by the owner
of record, all of the rights to service from the meter which serves the subject
property shall automatically be included in the sale, transfer, assignment,
lease or conveyance of that property. This transfer policy is intended to be
broad in scope, and further includes certificates of membership which are
attached to properties in foreclosure, properties where no meters currently
exist, and properties which have inoperable meters. In the event that a
dwelling or place of service is permanently discontinued or eliminated by the
owner of record, the association may, at its sole discretion, elect to either
remove the meter or leave the meter to provide service for possible future
users.
Section 5. Future Right of Connection on Vacant Property. A current member in good standing is entitled
to receive a metered connection on his/her property, provided that the current
connection fee, water rights fee (if applicable), and other charges, or
arrearages, if any, have been made in full, in accordance with the Rules and
Regulations of the association.
ARTICLE X
Amendments
These
bylaws may be repealed or amended by a vote of the majority of the members
present at any annual meeting of the association, or at any special meeting of
the association called for that purpose, provided that a quorum of ten percent
(10%) of the membership is in attendance.
We
the undersigned below Secretary and President of the Rutheron Water
Association, an association existing under the laws of the State of New Mexico,
hereby certify that the above is a true and correct copy of the Bylaws,
together with all amendments thereto, as of this 8th day
of July, 2013, which were duly adopted on June 23rd, 2012 .
______________________________________________
President
______________________________________________
Secretary
(Association Seal)