WIWSA BY-LAWS
Whidbey Island Water Systems
Association
- A Non-Profit Corporation -
BY-LAWS
Article I
Offices
The principal office of the Association in the State of Washington shall
be located at such Whidbey Island address as may be designated from time
to time by the Board of Directors. The Corporation may have such
other offices, as the Board of Directors may designate or as the
business of the Association may require from time to time.
Article II
Association Business
The Association business shall consist of the following:
SECTION 1. Provide Information Focal Point. Share between members
sample government required statements, forms and reports; share between
members technical and operating data from members and available from
other sources. Provide a central focal point for Whidbey Island
Water information.
SECTION 2. Keep Membership Informed. Keep membership current on
government requirements of water purveyors and pending legislation
impacting water purveyors. Keep membership informed on government
and industry symposiums and technical and legislative meetings.
SECTION 3. Training. Provide a forum of training for member Water
Operators, Board Members, and Owners.
SECTION 4. Provide Action Forum. Create a forum for political action
and public information on Whidbey Island water issues.
SECTION 5. General. Other tasks as may be added or deleted by the Board
of Directors, or may be requested by a majority vote of the membership
in attendance, which have voting rights, at any regular or special
meeting.
Article III
Rules of Order
The Rules contained in the most recent edition of Robert’s Rules of
Order, Revised, shall govern all meetings of members and Directors where
those rules are not inconsistent with the Articles of Incorporation,
By-Laws, or special rules of this corporation.
ARTICLE IV
Membership
SECTION 1. Membership Classes.
A. Purveyor. A purveyor shall be a member who supplies
water to two or more Whidbey Island residences and will have full
privileges, including one vote. A purveyor shall designate their
voting member and an alternate to represent them at the Association
meetings. .Both the voting member an/or alternate shall be a
member or Employee of that Purveyors system.
B. Non-purveyor. A non-purveyor shall be a member who
is a single well owner and will have full privileges with no vote.
C. Associate. An associate shall consist of those who
have water interests other than purveyor. They may consist
of water manager, water testing laboratories, water equipment
suppliers/manufactures, well drillers, septic system
installers/plumbers/designers and individuals associated with government
agencies. Associate members shall have full privileges with No Vote.
SECTION 2. Membership Approval. The Board of Directors shall
approve all memberships.
SECTION 3. Membership Annual Dues.
A. Purveyor (over 14 active hook-ups) . Purveyors
shall pay Two ($2.00) dollars per active hook-up, and not to
exceed Two hundard dollars. This will cover the period through the end
of 2005. For the period beginning January 2006, annual dues will
be determined by resolution at the previous annual meeting.
B. Purveyor (under 15 active hook-ups. Purveyors shall
pay $25.00 to cover through the end of 2005. For the period
beginning January 2006, annual dues will be determined by
resolution at the previous annual meeting.
C. Non-purveyor. Non-purveyors shall pay $25.00 to
cover through the end of 2005. Thereafter, annual dues will be
determined by resolution at the previous annual meeting.
D. Associate. Associate members shall pay $25.00 to
cover through the end of 2005. Thereafter, annual dues will be
determined by resoultion at the annual meeting.
SECTION 4. Assessments. Assessments may be charged as needed with
a majority vote of the members at a general membership meeting.
SECTION 5. Member in Good Standing. A purveyor who has paid all
dues and assessments to date shall be considered a member in good
standing.
SECTION 6. Certificate of Membership. Certificate representing
membership in the Association shall be in such form as shall be
determined by the Board of Directors. Such certificates shall be
signed by the President and the Secretary/Treasurer or by such other
officers authorized by law and by the Board of Directors.
Article V
Meetings.
SECTION 1. General Membership Meetings. General membership
meetings shall be held Quarterly during the months of March, June,
September and December, through the end of 2005. Thereafter,
general membership meetings shall be held at such time and place as may
from time to time be fixed or consented to by the Board of Directors or
by a majority of the members of the corporation except that the “annual”
membership meeting shall take place during the month of December.
The December meeting shall be considered the official “annual” meeting
at which time, elections shall be held and the annual budget review
shall be presented. The Board of Directors shall approve place and
times of meetings. The meeting agenda shall be provided to members
in advance of each meeting.
Section 2. Special Meetings. Special meetings may be called by the
President with the approval of the Board of Directors or at any time,
upon written request of any Director or of one-fifth or more of the
members, it shall be the duty of an officer to call a special meeting of
the members to be held at such time as the officer may fix, not less
than 10 nor more than 35 days after receipt of said request, and if the
officer shall neglect or refuse to issue such call, the Director or
members making the request may do so. Special meetings shall not
take the place of the regular annual meeting.
SECTION 3. Notice of Meetings. Except as may otherwise be required by
statue, notice of time, place and purpose of each meeting of members,
whether annual or special, shall be given, at least 10 days before the
day on which the meeting is to be held, to each member of recorded
entitlement to vote at such meeting, by delivering a written notice
thereof to the member personally, by email or by mailing such notice to
the member’s address as it appears in the records of the corporation.
SECTION 4. Quorum. At all regular and special meetings of members, the
presence in person of one-fifth (1/5) of all voting members shall
constitute a quorum for the transaction of business, and the vote of a
majority of the members present constituting such quorum shall be
binding upon all members of the Association. In the absence of such a
quorum, a majority of the members present, in person and entitled to
vote, may adjourn any meeting from time to time but not for a period of
more than 30 days at any one time until the quorum shall attend,
provided that any meeting at which Directors are to be elected shall be
adjourned only from day to day until such Directors have been elected,
and provided, further, that those who attend the second of such
adjourned meetings, although less than a quorum, shall nevertheless
constitute a quorum for the purpose of electing Directors. No notice of
any adjourned meeting need be given.
ARTICLE VI
Voting
SECTION 1. Each voting member in good standing shall have one vote in
all Association business.
ARTICLE VII
Board of Directors
SECTION 1. Election of Directors. At the initial meeting of
the Association, after incorporation, all Directors will be elected as
follows:
A. Two directors shall be elected for a one year term,
B. Two directors shall be elected for a two year term,
C. One director shall be elected to a three-year term.
Directors shall be elected to replace outgoing Directors at each annual
meeting.
SECTION 2. General Powers. The government of this corporation
shall be in the Board of Directors, which Board shall be empowered to
take any action, not inconsistent with statute or with the Articles of
Incorporation or any amendment thereto, or with the By-Laws, which such
Board deems to be in the best interests of this corporation. Among
other things, the Board of Directors shall have the full power to
establish reasonable rules and regulations for the use and protection of
Association property, compliance with such rules and regulations to be a
condition of continued membership in this corporation. Provided,
however, that the Board of Directors shall make no change in policy with
respect to the administration of the affairs of the corporation without
approval, which may be by mailed or emailed ballot, of a majority of the
corporation membership. Specific actions requiring such membership
approval are not limited to, but do include, the following actions:
1. Expenditures
exceeding gross revenue from dues and assessments for a single service
or item;
2. Additions, deletions
or changes to the corporation By-Laws;
3. Sale or lease of
corporation assets with a worth exceeding $200.00;
4. Changes in the amount
of annual dues or assessments of any kind:
SECTION 3. Number, Tenure and Qualifications. The number of
Directors of the Association shall be five (5). Directors shall be
Whidbey Island Water purveyors in good standing and shall be elected by
a majority vote of those eligible to vote and in attendance or by proxy
at the annual meeting. Each director shall hold office until the next
annual meeting following the expiration of the term of office. Each
Director shall sign the "CODE OF ETHICS"
SECTION 4. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this by-law,
immediately following, and at the same place as, the annual membership
meeting. The Board of Directors may provide, by resolution, the
time and place for the holding of additional regular meetings without
notice, other than such resolution distributed to the members verbally
or in writing.
SECTION 5. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
Directors. The person or persons authorized to call special
meetings of the Board of Directors may fix the time and place for
holding any special meeting of the Board of Directors.
SECTION 6. Special Meeting Notice. Notice of any special
meeting shall be given at least one (1) week previous by written notice
delivered personally or mailed or emailed to each director at his
business address. If mailed, such notice shall be deemed to be
delivered when postmarked by the US Mail so addressed, with postage
thereon prepaid. If notice is given by E-mail, notice shall be
deemed to be delivered when it leaves the E-mail location with
indication that the receiving E-mail made the reception. If a
Director receives a telephone message of a special meeting, he/she may
agree to waive the written notice by verbal statement. Attendance
of a director at a 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 business because the meeting
is not lawfully called or convened. Meeting notice shall contain
the agenda for the meeting.
SECTION 7. Quorum. A Quorum is (3) three Directors in office at
the time shall constitute a quorum for the transaction of business; and,
except as otherwise required by statute or by the Articles of
Incorporation or any amendments thereto, or by the By-Laws, the act of a
majority of the Directors present shall be the act of the Board of
Directors. In the absence of a quorum, No transactions of business
shall take place, however one or two Directors may hold discussions and
report such discussions and comments at the next meeting where there is
a Quorum.
SECTION 8. Manner of Acting. The act of the majority of the
Directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors.
SECTION 9. Action Without a Meeting. Any action that may be taken
by the Board of Directors at a meeting may be taken without a meeting if
a consent by phone or e-mail polling is taken and followed in writing,
setting forth the action so to be taken, shall be signed before such
action by all of the Directors, and postmarked or e-mailed within 24
hours.
SECTION 10. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining
Directors, unless otherwise provided by law. A Director appointed
to fill a vacancy shall be appointed by the Board of Directors, and each
person so appointed shall be a Director until said Directors’ successor
is elected by the members who may make such election at the next annual
meeting of the members or at any special meeting duly called for that
purpose and held prior thereto. Any Directorship to be filled by
reason of an increase in the number of Directors may be filled by a
majority vote from members authorized to vote who are attending any
annual or special membership meeting. By a majority vote, Directors may
declare a Directorship vacancy to exist on the board upon any Board
member having three unexcused absences from the Board of Directors
meetings, or notification of the Board by the Director of their
inability to continue serving.
SECTION 11. Compensation. By resolution of the Board of Directors,
each Director may be paid their expenses. No salary as
Director or a fixed sum for attendance at each meeting of the Board or
both will be paid. No such payment shall preclude any Director
from serving the Association in any other capacity and receiving
compensation therefore.
ARTICLE VIII
Officers
SECTION 1. Officers. The officers of the Association shall be a
President, a Vice-President, a Secretary and a Treasurer. The
offices of Secretary and Treasurer may be combined at the Board of
Directors discretion. The Board of Directors shall elect the Officers at
the annual Board Meeting, along with any other officer or assistant
officer positions as deemed necessary by the Board. The Board of
Directors may leave unfilled any officer positions with the exception of
the President and the Secretary/Treasurer positions.
SECTION 2. Election and Term of Office. The officers of the Association
to be elected by the Board of Directors shall be elected annually by the
Board of Directors at the first meeting of the Board of Directors held
after each annual meeting of the membership if the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as convenient.
SECTION 3. Removal. Any officer or agent may be removed by the
Board of Directors, whenever, in its judgment, the best interests of the
Association will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself
create contract rights, and such appointments shall be terminable at the
will of the Board of Directors.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by
the Board of Directors for the un-expired portion of the term.
SECTION 5. President. The President shall be the principal
executive officer of the Association and, subject to the control of the
Board of Directors, shall in general supervise all of the business
and affairs of the Association. President, when present,
shall preside at all meetings of the membership and of the Board of
Directors. President may sign with the Secretary and/or Treasurer or any
other proper office of the Association thereunto authorized by the Board
of Directors, certificates for members of the Association, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board
of Directors or by these Bylaws of some other office or agent of the
Association, or shall be required by law to be otherwise signed or
executed; and in general shall perform all duties incident to the office
of the President and such other duties as may be prescribed by the Board
of Directors from time to time.
SECTION 6. Vice- President. In the absence of the President or in
the event of their, inability or refusal to act, the Vice-President
shall perform the duties subject to all the restrictions upon the
President. The Vice-President shall perform such other duties as
from time to time may be assigned to him by the President or by the
board of Directors.
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SECTION 7. Secretary. The Secretary shall:
A) Keep the minutes of the proceedings of the association
and of the Board of Directors in one or more minute books provided for
that purpose;
B) See that all notices are duly given in accordance with
the provisions of these Bylaws or as required by law;
C) Be custodian of the Association records;
D) Keep a register of the contact information of each member
which shall be furnished to the Secretary by such member of the
Association.
E) And, 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 President or by the Board of Directors.
SECTION 8. Treasurer. The Treasurer shall:
A) Have charge and custody of and be responsible for all
funds and securities of the Association;
B) Receive and give receipts for moneys due and payable to
the Association from any source whatsoever;
C) Deposit all such moneys in the name of the Association in
such bank, trust companies or other depositories as shall be selected by
the Board of Directors.
D) If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his/her duties in such
sum and with such sureties as the Board of Directors shall determine;
E) Have general charge and custody of the books of the
Association.
F) And, in general perform all duties incident to the
office of Treasurer and such other duties as from time to time may be
assigned by the President or by the Board of Directors.
SECTION 9. Combining Offices. Any two or more offices may be held
by the same person, except for the offices of President .
The Secretary and Treasurer Offices may be combined at the discretion of
the Board of Directors.
SECTION 10. Salaries. The officers of the Association shall serve
without a salary. Expenses shall be reimbursed, as authorized by
the Board of Directors.
ARTICLE IX
Contracts, Loans, Checks and Deposits
SECTION 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Association
and such authority may be general or confirmed to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Association. No evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors and voted on
by two thirds of the membership present at the meeting. Such
authority may be general or confined to specific instances. Any
expenditure, which would be in excess of accrued monies in the bank,
will be reviewed and approved by two-thirds of the voting membership
either in person or by proxy ballot at a membership meeting. Proxy
ballots will be provided not less than 7 days in advance of the meeting.
SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness
issued in the name of the Association shall be signed by such officer or
officers, that shall from time to time be determined by resolutions of
the Board of Directors. All checks, drafts or other orders shall
require two signatures of the Board of Directors.
SECTION 4. Deposits. All funds of the Association not otherwise
employed shall be deposited from time to time to the credit of the
Association in such banks, trust companies or other depositories as the
Board of Directors may select.
ARTICLE X
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of
January and end on the thirty-first day of December.
ARTICLE XI
Indemnification
The Association shall indemnify its Directors and Officers as followers;
A) Every Director or officer of the Association shall be
indemnified by the Association against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed in connection
with any proceeding to which they may be made a party, or in which they
may become involved, by reason of their being or having been a Director,
officer or agent of the Association or is or was serving at the request
of the Association as a Director, officer or agent of the Association or
any settlement thereof, whether or not as a Director, officer or agent
at the time such expenses are incurred, except in such cases wherein the
Director or officer is adjudged guilty of willful misfeasance or
malfeasance in performance of duties; provided that in the event
of a settlement the indemnification herein shall apply only when the
Board of Directors approves such settlement and reimbursement as being
for the best interests of the Association.
B) The Association shall provide to any person who is or was
a Director, officer or agent of the Association or is or was serving at
the request of the Association as a Director, officer or agent of the
Association the indemnity against expenses of suit, litigation or other
proceedings that are specifically permissible under applicable law.
C) The Board of Directors may, in its discretion, direct the
purchase of liability insurance by way of implementing the provisions of
the Article.
ARTICLE X II
Amendments
These By-Laws may be amended, altered, or repealed by a majority vote of
the members present at any regular meeting of the membership with a
quorum in attendance or by proxy, or at any special meeting of
membership with a quorum in attendance or by proxy, if notice of the
proposed alteration or amendment is contained in the notice of the
special or regular meeting.
CERTIFICATION
We certify that we are Officers of the above named corporation and that
we are authorized to execute this/ these By-Laws on behalf of the
corporation.
President_________________________
Date____________
Vice-President_____________________
Date____________
Secretary _________________________
Date____________