BYLAWS OF THE RUTHERON WATER ASSOCIATION
A Non-Profit Mutual Domestic Water Association formed under the Sanitary Projects Act of the State of New Mexico
The name of this Association is the Rutheron Water Association. The corporate seal of the Association is kept by the Secretary.
The principal purpose of this organization is to serve as the community body that manages and operates the activities of the Rutheron Water Association. These activities include but are not limited to: acquisition, construction, installation, maintenance, and operation of a water system for the supplying and distribution of water for domestic uses for its members, and to engage in any activity related thereto.
The principal place of business of this Association is: P.O. Box 204, Los Ojos, New Mexico 87551.
ARTICLE IV: FISCAL YEAR
The fiscal year of the Association shall commence on July 1, 1987, and shall renew on the first of July in each year thereafter.
ARTICLE V: MEMBERSHIP
1. Qualifications for Membership. In general, occupants and residents within and in the vicinity of the community of Rutheron, Rio Arriba County, New Mexico, being reasonably accessible to the system, as determined by the Association’s Board of Directors, and who are in need of water for domestic purposes, may be admitted as members of the Association upon application thereto and approval by the Association’s Board of Directors.
2. Determining Membership. The Board of Directors has the final responsibility for approving or disapproving all membership applications. Applications may not be denied because of the applicants’ race, color, creed, national origin, sex, age, or economic status. Membership may be denied if the capacity of the system is exhausted by the needs of its existing members or if it is financially impossible for the Association to provide services to additional members. Such instances may include, but are not limited to, low water supplies, lack of adequate facilities, such as lines and or storage tanks, and financial inability to extend the existing system.
3. Establishing Membership. On May 5, 1990, these amended bylaws were approved by the general membership, with a list of names of members of the Association as of that date.
4. Form of Certificate. The Board of Directors shall determine the form of membership certificate and the same shall be signed by the President and his signature attested by the Secretary, 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.
5. Membership Book. As a part of the records of the Association, there shall be kept a Membership Book, which shall contain a list of the certificates of membership which have been issued, noting the number of the certificate, the date of issue, the number of service connections, and the name and address of the person to whom issued.
6. Transfer of Membership. Certificates of membership may be transferred and the transfer shall be noted on the books of the Association, provided that the right to transfer of membership shall be subject to the preferencial right of the Association to purchase such membership, as provided by the laws of New Mexico, and also provided that the transferee shall be eligible for membership and shall be approved by the Board of Directors.
7. Classes of Membership. The Association will have only one class of membership, designated as General Membership.
8. Membership Rights and Privileges. The general rights and privileges of the membership are those commonly associated with volunteer memberships and organizations that exist for the common good of its members. Each member shall have equal rights and privileges to all other members of the Association. However, each member’s right to delivery of water and the amount thereof shall be based upon the number of service connections within the distribution system of the Association.
9. Specific Rights and Privileges. All active members of the Association as determined by the Board of Directors shall enjoy similar privileges. Some of these privileges include, but are not limited to:
a. All members should attend the annual meeting or any other general membership meetings. Members should participate in the discussion and elections and should be willing to serve as officers of the Association if called upon by their fellow members.
b. It is the responsibility and duty of the general members of the organization to regularly, as called for in these bylaws, elect the officers of the organization.
ARTICLE VI: TERMINATION OF MEMBERSHIP
Termination of membership in the Association may come about as a volunteer action by any member terminating his own membership, or as the result of a ruling by the Board of Directors because of a member’s willful refusal to comply with the rules and regulations promulgated by the Board of Directors.
ARTICLE VII: NON-PROFIT STATUS
The Association is a non-profit cooperative Association for the mutual benefit of its members, and is not intended to be operated in such a way as to accumulate funds in excess of those necessary for the operation of the system of the Association. Therefore, at least once each year the Board of Directors, in the event it is determined that funds have been accumulated in excess of those necessary for the operation of the Association, shall apportion such surplus funds among the members of the Association on the basis of their patronage during the year; provided however, that before such distribution among the members, not less than ten percent (10%) of such surplus funds shall be placed in a fund to be used for the purpose of meeting contingent and unforeseen expenses of the Association. The total amount of such contingent funds at which it shall be maintained shall be determined by the Board of Directors. Any excess over and above such total as so determined shall be distributed each year among the members as other excess funds, as above provided.
ARTICLE VIII: GENERAL MEMBERSHIP MEETINGS
1. Annual Meetings and Notice Requirements. The annual meeting of the general membership shall be held annually on the second Saturday of July, unless for good cause changed and approved by the Board of Directors. The NOTICE OF THE ANNUAL MEETING should be posted in no less than three public locations or private business places, by the Board of Director’s Secretary, at least ten days prior to the meeting. A letter advising all membership in good standing of the meeting time and place shall be mailed.
2. Agenda. The agenda for all general membership meetings will be prepared by the President of the Board of Directors after consulting with the general membership regarding their ideas for agenda items, but it must include these agenda items:
a. Call to order
b. Roll call of members, as evidenced by a sign-in sheet
c. Reading of notice of meeting
d. Presentation and approval of minutes of last annual meeting
e. Presentation of financial reports
f. General activities and status report
g. Election of Board of Directors at the annual meeting only
h. Presentation of new ideas – open discussion
i. Unfinished business
j. Adjournment
3. Voting Rights. Each member in good standing in attendance in person or by proxy at the annual meeting shall have one vote and one vote only regardless of the number of certificates owned.
4. Proxy Voting. Proxy voting by members in good standing will be allowed at meetings of the general membership and will done by written document that is assigned to an association member for a specific purpose attested by the consigner.
5. Quorum. Ten percent of the general membership (active members), who attend in person a general meeting of the membership, shall constitute a quorum. A quorum once attained, shall be deemed to continue until adjournment.
1. Special Meetings and Notice Requirements. Special meetings of the general membership may be called at any time by a majority vote of the Board of Directors, or by a written petition to the President of the Board signed by ten percent (10%) of the active members. Notice requirements for said special meetings shall be the same as for regular meetings, but the posted notices must also state briefly the purpose of the meeting.
2. Agenda. At special meetings, agenda items shall be the same as those for the regular general membership meetings (Article VIII, Section 2, a-j.).
3. Voting Rights. Each member shall be entitled to one vote only. Said vote must be cast in person or as set out in Article VIII, Section 4.
1. Number and Selection. The Board of Directors shall consist of five persons elected for a term of two years, with staggered terms, where two are elected in one year, and three in the alternate year, at the annual membership meeting.
2. Eligibility Requirements and Qualifications. All active members in good standing shall be eligible to be elected and to serve on the Board of Directors.
3. Terms of Office/Compensation. The Directors serve a term of two years. As long as they continue to maintain membership in the Association, a member of the Board may stand again for election at a succeeding annual meeting when they are qualified. Membership on the Board of Directors shall be voluntary and no director shall receive any compensation for serving on the Board of Directors.
4. General Duties, Powers, and Responsibilities of the Board of Directors
a. The Board has general control and supervision over the business affairs of the Association, and the general power to act for the Association in any manner not prohibited by law or these by-laws.
b. The Board has the overall responsibility to make sure the Association is providing the services for its members that it was originally organized for, and that all aspects for the Association’s affairs are conducted in a democratic and lawful manner.
c. The officers of the Board of Directors are the representatives of the Association in all civil cases for and against the Association.
d. The powers of the Board of Directors shall include, but not be limited to the following: the power to contract, sell, assign, rent, lease, buy, the assets of the Association, as well as collect accounts receivable, debts, and enforce obligations owed to the Association.
5. Specific Duties, Powers and Responsibilities
a. The Board of Directors should organize themselves by selecting one from among them to serve as President, another as Vice President, another as Secretary, and another as Treasurer. This should be done at the first meeting after the election held at the annual general membership meeting.
b. The Board of Directors will issue “Rules and Regulations” by which the water system is to be operated, and it is also their responsibility to see that these rules and regulations are adhered to.
c. The Board of Directors has the power to enter into contracts on behalf of the Association, provided that these contracts are in furtherance of the primary function of the Association.
d. The Board of Directors sets all the necessary assessments to provide funds for payment of all legitimate expenses related to the proper conduct and maintenance of the water system, including the setting of the rate and the charges which the membership will pay for the water provided by the Association.
e. The Board of Directors will provide a year-end report to the general members at the annual meeting in which their term of office ends. This report will detail how the Association functioned during the year, the physical condition of the water system, and the overall financial status of the Association.
f. In the event the Association has any employee(s), the Board of Directors will oversee the work performance of these employees.
g. The Board of Directors shall provide for an annual meeting of the general membership to be held on the second Saturday of July of each year, unless for good cause shown and approved by the Board of Directors.
6. Removal. 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 consecutive 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.
7. Vacancies. When a member of the Board of Directors dies or resigns, the remaining Directors must fill the vacancy by appointing another member as interim director until the next annual meeting. When a member of the Board is removed by the general members, it is their responsibility to, at the same meeting, select another member as an interim director until the next annual meeting.
ARTICLE XI: MEETINGS OF THE BOARD OF DIRECTORS
1. Regular Meetings/Notice Requirements. Meetings of the Board of Directors should be held on a regular, frequent and public basis. These meetings should be arranged by the President, and it is his/her responsibility to notify the other members. Notification may be made by posting a notice as per annual meetings, by noting time, date and place on billings, or by a special mailing according to the provisions of the New Mexico Open Meetings Act.
2. Special Meetings/Notice Requirements. Special meetings of the Board of Directors can be called at any time by the President provided the other Directors are not prohibited from attending because of illness or major inconvenience. Any one of the Directors may request that the President call a special meeting if in his or her opinion, a need for such a meeting exists. In the event the President refuses to call such a meeting, the remaining Directors can convene the meeting and take action on the matter or matters for which the meeting was called, provided proper notice of the meeting was provided to the President.
3. Agenda. The agenda for all meetings of the Board of Directors should be prepared by whoever is going to chair the meeting. The agenda of all Board of Directors meetings’ should include the following items, at minimum:
a. Call to order.
b. Determination of quorum
c. Approval of the agenda
d. Reports
e. Old business
f. New business
g. Adjournment
4. Proxy Voting. Proxy voting will not be allowed at meetings of the Board of Directors.
5. Quorum. A quorum of the Board of Directors shall consist of not less than three Directors.
1. Duties of the President. The President shall coordinate the Board’s conduct and supervision of the affairs of the Association and shall perform such additional duties as may be asked of him/her by the Board.
2. Duties of the Vice President. The Vice President shall preside at meetings in the absence of the President and to perform other duties as determined by the President.
3. Duties of the Secretary. The Secretary shall record or cause to be recorded the minutes of all Board proceedings. He/she also assures that all certificates and other documents are properly kept and filed, as well as other duties that may be determined by the President.
4. Duties of the Treasurer. The Treasurer shall be responsible for all funds and securities of the Association. He/she shall maintain a proper record of the receipts and disbursements and of all fiscal affairs of the Association.
These bylaws may be repealed or amended by a vote of the majority of the members present in person or by proxy at any regular meeting of the Association or at any special meeting of the Association called for that purpose.
ARTICLE XIV: CHARGES, ASSESSMENTS AND DISTRIBUTION OF WATER
1. Water shall not be delivered by the Association, except to users who are members of the Association. If any member needs or desires service connections with the system in excess of one, such excess connections shall be made only upon application to and approval by the Board of Directors, and upon payment of a fee as set by the Board in the Rules and Regulations, for each connection in excess of one. No service connections in excess of one shall be approved for any member or made pursuant to this section when the full capacity of the Association system is needed to serve existing connections.
2. The Board of Directors shall establish a rate schedule to be charged the members for each service connection provided by the Association. The Board of Directors shall review annually the established rate schedule of charges to assure that sufficient income will be generated for the coming year to cover anticipated expenses. This determination shall be based on the previous year’s actual expenses and the estimated budget for the coming year.
3. If at any time within ninety (90) days prior to the end of any fiscal year, it appears in the judgment of the Board of Directors that the amount derived, or which will be derived, from the collection of water charges during that fiscal year, will be insufficient to pay when due all costs incident to the operation of the Association’s system and the payment of all debts of the Association, the Board shall make and levy an assessment against the members of the Association so that the total amount reasonably expected to be collected from water charges will fully pay when all due costs of operation, maintenance, replacement and repayments on indebtedness or other expenses of the year’s operation. A proportioned amount of the necessary total of such assessments levied in any year shall be levied against each member in an amount which bears the same relation to the total assessment as the number or service connections within the system of the Association. (For purposes of rate-setting, a service connection is construed as an ownership/membership whether or not there is an active connection.)
4. The Board of Directors shall have the authority to sell the membership of any member in the event of non payment of any water charges or assessments owed by said member within thirty days after demand for payment by mail, properly addressed to such delinquent member. The proceeds of any sale of membership over and above the amount due the Association shall be paid to the delinquent member. In lieu of such sale of membership, the Board of Directors may purchase the membership on behalf of the Association at a price determined by the Board to be the fair value of the membership, provided that in the event of either a sale of the membership or the purchase thereof by the Association, the proceeds shall first be applied to the payment of any indebtedness due the Association by the delinquent member.
5. Notwithstanding the rights of the Association to terminate the membership of a delinquent member as provided herein, the Association through its Board of Directors shall have the additional right to terminate the supply of water to the delinquent member after thirty days’ written notice by mail of the delinquency as set out in the rules and regulations.
Approved in open session by the members in attendance of the Annual Meeting of July 12, 2008.