I
NAME
The name of this nonprofit, non-stock association shall be the EDWALL WATER ASSOCIATION.
II
PURPOSE
The purpose of the association shall be to provide water to the association members for normal household use.
III
MEETINGS
The annual meeting of the association shall be held at 7:00 p.m. on the first Monday in February of each year at Christian Heritage School, Edwall, Washington. The association may call special meetings at any time upon a two-thirds vote of the trustees. If such a special meeting is called, the members shall be notified by the trustees at least ten days in advance of the meeting date.
IV
TRUSTEES
The association shall be managed and guided in all business matters by a board of trustees consisting of three members who shall be elected by a vote of the majority of the members at their annual meeting each year. The association at its first meeting shall elect three trustees. One trustee shall serve for a term of one year; one trustee shall be elected to serve a term of two years; and one trustee shall be elected to serve for a term of three years. At each meeting thereafter, the association members shall elect one trustee to fill the vacancy left by the trustee whose term expires.
The trustees of the association may be removed for cause by a two-thirds vote of those present at the meeting. Vote upon such removal shall be had only at a special meeting called specifically for the purpose of removal and such meeting, notwithstanding any provision in these by-laws to the contrary, shall be had only upon written notice to all members at least seven days prior to such meeting. The said notice shall be mailed to the members by the trustees and shall specify the charges against the trustee sought to be removed at said meeting. The trustee who is being removed shall in all cases be apprised of the charges against him and given the opportunity to answer same at the meeting called for the purpose of his removal.
If a vacancy on the board of trustees should occur by death, resignation, or otherwise, a new trustee shall be elected be a two-thirds vote of the membership at a meeting called specifically for the purpose of filling the vacancy so created.
The trustees shall serve without compensation.
V
METHOD OF CONDUCTING ASSOCIATION BUSINESS
The trustees shall be empowered with the authority to conduct all of the business necessary to the association, including specifically the power to borrow funds, when necessary. In all matters of association business, a majority vote of the trustees shall control. The trustees shall meet whenever it shall be necessary in their opinion to the conduct of the business of the association. The trustees shall meet at least once a year following the annual meeting of the association. At this meeting the trustees shall designate by vote which shall act as president, vice-president, secretary, and treasurer during the coming year.
VI
CONNECTION REQUIREMENTS
The purpose of the association, as stated in the Articles of Incorporation, is to furnish water to the members for normal household use. Connection to the system will occur only after Edwall Water Association receives an initial payment of three thousand, five hundred dollars ($3500.00) and a promise to pay the established , current, monthly rate thereafter so long as the association shall provide the water. Payment as specified above shall make a member eligible to hook up to the water system of the association. [Payment of the established , current, monthly rate shall be made at the first of each month, delinquent after the 15th.]
The water connection fee consists of two components.
(1) One component reimburses EWA a prorated share of the construction costs for water source, transmission and storage. Premises currently served by the water system do not incur this cost. The reimbursement portion of the connection fee for new services will be established based upon the equity previous customers have accrued with the water system.
(2) The second component consists of the actual costs for services rendered by EWA during the installation, inspection and testing of the new connection.
A membership in the association can only be transferred with the express permission of the board of trustees who shall vote on any such change of membership at the annual meeting or at a special meeting of the trustees called for this purpose.
A member can forfeit a membership in the following ways:
(a) By failing to pay the monthly water bill . For this purpose each member shall be given a grace period of forty-five days ($10 penalty after 30 days delinquent). If payment has not been received after the expiration of the said forty-five day grace period, then the board of trustees may, in their sole discretion, terminate said membership (discontinue water service to the member with a $40 reconnect fee) in the absence of the showing of good cause by the delinquent member. It is specifically understood, however, that the of trustees may, under the terms of this agreement, upon the showing of reasonable cause by three members, extend the time for any payment to be made under the terms of the by-laws of this association.
(b) A member may be expelled and caused to forfeit his membership, if in the opinion of the two-thirds of those present at the meeting, such member has been guilty of violating the terms and purposes of the membership. If it should be necessary that such action be taken, the board of trustees shall call a specific meeting for the purpose of hearing the controversy. The individual whose expulsion is being considered shall be given an opportunity to hear the charges against him and shall have the right to answer the charges, if he should so desire.
(c) A membership shall terminate at the option of the individual member if he or she should cease to live in the house which is getting its supply of water from the association. In such event, the board of trustees upon a two-thirds vote, may refund to the individual member the initial payment of One Hundred Fifty Dollars ($150.00). The returning of the membership fee as provided for above shall be in the sole discretion of the majority of the trustees. If, however, the board of trustees should decide not to return or refund to the member under the terms of this paragraph, the membership shall in any event cease and the member shall have no right in any of the association property.
VII
SURPLUS FUND
If the association should acquire a surplus fund, then it is specifically understood that the trustees, in their sole discretion, may return a portion of such fund pro rata to the individual members. It is specifically understood, however, that the surplus fund shall in no event inure to the personal benefit of any trustee or member of the association. If the association should dissolve or cease to exist, then the surplus fund, if any, shall be distributed pro rata to the members.
VIII
QUORUM
In all matters not specifically covered herein, business will be conducted and motions passed by a yes vote of two-thirds of those members present at the meeting.
IX
BANK
The association shall maintain as its depository for handling the finances of the association, a bank account at the Reardan Branch of U.S. Bank. The checks shall be signed by the individual designated by the trustees at their meeting as treasurer.
X
GENERAL
The trustees shall have the authority to require additional assessments from the members when such additional assessments are deemed necessary. If additional assessments are required, then the trustees shall call a meeting of the entire membership and a vote will be had on the question of the additional assessments. The additional assessments will not be made unless two-thirds of those present at the meeting vote in favor of the additional assessments.
It is contemplated by the association that some members of the community of Edwall will pay the One Hundred Fifty Dollar hook-up fee to the association but will not in fact hook up to the water system. In all cases where a member has paid the One Hundred Fifty Dollars required to hook up to the water system, but for some reason does not do so, said member will be given a vote and his membership in the association will be valid fore all voting purposes.
Edwall Water Association 