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South Harrison Water Corp. |
The corporation's bylaws were updated in 1998 to to more adequately reflect the way we do business. The general manager and a committee of board members drafted revisions to the bylaws. The full board of directors voted in favor of the changes. The bylaws were then mailed out to each water corporation member and then the membership voted to adopt the changes as proposed at a special membership meeting held in March 1998.
South Harrison Water Corporation Bylaws
(Amended March 17, 1998)
Article I - General:
Section 1. The name of this corporation shall be SOUTH HARRISON WATER CORPORATION.
Section 2. The offices of this corporation shall be in Webster Township, Harrison County, State of Indiana.
Section 3. This corporation shall possess a seal. The secretary of the board of directors shall have custody of the seal and shall cause it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The seal shall have inscribed the following: "South Harrison Water Corporation", "Corporate Seal", "Not for Profit", "Indiana".
Section 4. The fiscal year of this corporation shall be the same as the calendar year.
Article II - Membership:
Section 1. Any occupant or person, including any body politic and/or corporate, holding property having need of and reasonable accessibility to the services operated by the corporation, may be a member of this corporation. Persons who receive the approval of the board of directors may be admitted to membership by signing such agreements for the purchase of services as may be provided and required by the corporation, provided that no person otherwise eligible shall be permitted to subscribe for or require a membership of the corporation if the capacity of the corporation’s system is exhausted by the needs of its existing members. A fee of one hundred ten ($110.00) dollars shall be paid per membership, upon application for membership in this corporation.
Section 2. A member ceases to be eligible to hold membership as provided in Section 1 in case of death, or willfully fails to comply with these bylaws and other requirements, or willfully obstructs the purposes and proper activities of the corporation. Any member whose membership is so terminated for cause other than that of ceasing to be eligible may appeal from the action of the board of directors to a vote of the members at the next regular meeting of the members or special meeting of the members called for such purpose.
Section 3. Transfers of membership shall be made only upon the books of the corporation, only to persons eligible to become members, only with approval of the board of directors and only when the member transferring is free from indebtedness to the corporation.
Section 4. No member shall be entitled to more than one vote at a meeting of the members or to hold more than one membership of the corporation. Every member upon becoming a member of this corporation agrees to sign such agreements for the purchase of services as may from time to time be provided and required by the corporation.
Section 5. Membership fees paid to the corporation prior to November 3, 1982 are considered refundable and will be paid when the member ceases to be eligible under Article II, Section 2. Membership fee may be used to off set any unpaid balance owed to the corporation, with any difference paid to the member. Membership fees paid to the corporation on or after November 3, 1982 shall be considered non-refundable.
Section 6. Each member agrees to sign such water user’s agreements as the corporation shall from time to time provide and require.
Article III - Meeting of Members:
Section 1. The annual meeting of the members shall be held at a location to be announced, at 7:00 P. M. o’clock, on the third (3rd) Wednesday of May, of each year pursuant to written notice thereof as required by law.
Section 2. Special meeting of the members may be called by the board of directors and such meeting 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 board of directors. The purpose of every special meeting shall be stated in the notice thereof, and no business shall be transacted thereof except such as is specified in the notice. Such notice shall be mailed to each member of record, directed to the address shown on the books, at least ten days prior to the meeting; and such notice shall state the nature, time, place, and purposes of the meeting, but no failure or irregularity of notice of any annual meeting, regularly held, shall affect any proceedings taken thereat.
Section 3. The members present at any meeting of the members shall constitute a quorum at any meeting for the transaction of business. Each membership of the corporation shall be entitled to no more than one vote and no voting by proxy shall be allowed.
Section 4. The order of business at the annual meeting of the members, and so far as possible at all other special meetings of the members, shall be:
1. Call to order and proof of quorum.
2. Proof of notice of meeting.
3. Reading and action on any unapproved minutes.
4. Reports of officers and committees.
5. Election of directors.
6. Unfinished business.
7. New business.
8. Adjournment.
Article IV - Directors and Officers:
Section 1. The affairs of this corporation shall be managed by a board of nine (9) Directors to be elected by and from the members thereof and shall serve for three (3) years and until their successors are elected. The size of the board may not be changed except by amendment to these articles. At the 1998 annual election, three (3) Directors shall be elected for a term of three (3) years, one each from Districts 1, 2, and 3; at the 1999 annual election, three (3) Directors shall be elected for a term of three (3) years, one each from Districts 4, 5, and 6; at the 2000 annual election, three (3) Directors shall be elected for a term of three (3) years, one each from Districts 7, 8, and 9. Thereafter, Directors shall be elected for terms of three (3) years.
Six (6) of the Directors will be elected from the following districts and three (3) of the Directors shall be elected at large:
District 1 Webster Township
District 2 Posey & Taylor Townships
District 3 At large
District 4 Heth & Washington Townships
District 5 Boone Township
District 6 At large
District 7 Franklin Townships of Harrison & Floyd Counties
District 8 Harrison Township
District 9 At large
Any member of the corporation may submit his/her name in writing to the secretary of the Board, mailed or otherwise delivered to the Office of the Company so that it will be in the Office of the Company no later than thirty (30) days before the annual meeting. There will be no nominations from the floor at the annual meeting. Any member who follows the above shall have his/her name placed on the ballot as seeking a position on the Board of Directors. All names of members received as outlined above, and the names of members selected by the nominating committee, shall be posted in a conspicuous place in the Office of the Company fifteen (15) days prior to the election to be held on the third Wednesday in May of each year at 7:00 PM o’clock at the place of notice. Each person so nominated shall hold a membership in his or her name on the records of the Company. Further, the nominee shall reside in the district in which the Director is to be elected. Should a director move from their district of representation to another district, then the director may fill out their existing term, but they may not be eligible for reelection, except to be nominated to represent their new district of residence. If a director moves off of the corporation’s water system, then that director shall become ineligible to serve on the board and shall resign their position.
Section 2. No person shall be eligible to become a director of the corporation who is a relative of an incumbent director or of an employee of the corporation, or is not a member in good standing of the corporation and receiving service at their primary residential abode. No person shall be eligible to become a director who is not at least eighteen (18) years of age or is in any way employed by a competing enterprise, or a business producing potable water. For purposes of this section, a relative is defined as, by blood or in law: self, spouse ("Spouse" may also mean any conjugal relationship, whether legally married or not), child (including step), parent (including step), sibling (including step/half), and grandparent. Upon establishment of the fact that a nominee for director lacks eligibility under this section, or as may be provided for elsewhere in these bylaws, it shall be the duty of the president presiding at the meeting at which such nominee would otherwise be voted upon to disqualify such nominee. A director that is, or may become, a relative (as defined in this section) of an incumbent director or employee may serve out their existing term, but will be ineligible for reelection to another term.
Section 3. The board of directors shall meet within ten days after their election and shall elect by ballot a president, vice-president, secretary and treasurer from their number, each of whom shall hold office until the next annual meeting and until election and qualification of their successor unless sooner removed by death, resignation or for cause.
Section 4. Special meetings of the board of directors may be called by the President, and held any place stated in the notice thereof, upon giving ten days notice, orally or in writing, without the necessity of stating the purpose of the meeting. Notice of any special meeting may be waived by the members of the board, and the presence of any director at any such meeting shall constitute a waiver of notice thereof.
Section 5. If the office of any director or officer becomes vacant by reason of death, resignation, retirement, disqualification or otherwise, except by removal from office, a majority of the remaining directors shall choose a successor who shall hold office until the next meeting of the members at which time the members shall elect a director for the unexpired term or terms.
Section 6. Compensation and reimbursement for expenses of officers and directors of South Harrison Water Corporation may be determined by the Board of Directors, and the amount of compensation and expenses to be paid may be adjusted by the Board of Directors from time to time.
Section 7. Officers and directors may be removed from office in the following manner: Any member, officer, or director may present charges against a director or officer by filing them in writing with the secretary of the corporation. The charges must be accompanied by a petition signed by ten percent of the membership 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 present. The director or officer against whom such charges have been presented shall be informed in writing, of such charged five days prior to the meeting, and shall have the opportunity to be heard in person or by counsel and to present witnesses; and the person or persons presenting such charges against them shall have the same opportunity. If the removal of a director is approved, such action shall also vacate any other office held by the removed director in the corporation. A vacancy in the board thus created shall immediately be filled by a vote of a majority of the members present and voting. A vacancy in any office thus created shall be filled by the directors from among their number so constituted after the vacancy in the board has been filled.
Article V - Duties of Directors:
Section 1. The board of directors, subject to restrictions of law, the articles of incorporation, or these bylaws 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 directors shall have, and are hereby given, full power and authority, upon approval of the members of the board by a majority vote at regular or special meeting, in respect to the matters as hereinafter set forth:
a. To pass upon the qualifications of members.
b. To select and appoint all agents, and employees and removal of same for just cause, fix their compensation and pay for services, and prescribe their duties as may not be inconsistent with these bylaws.
c. To borrow from any source, money, goods, or services and to make and issue notes and other negotiable and transferable instruments and to do every act 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 breach thereof.
e. To order an annual audit of the books and accounts by a competent auditor or accountant. The report prepared by such person shall be submitted to the members at the annual meeting.
f. To fix charges to be paid, the time of payment, and manner of collection by each member for services rendered to them.
g. To require adequate bonds, the cost thereof to be paid by the corporation, by all officers, agents, and employees charged with responsibility for custody of any funds of the corporation.
h. To select the financial institution(s) to act as depositories of funds. To determine the manner of receiving, depositing and disbursing of funds, and the form of checks and the person or persons by whom the same shall be signed with the power to make changes thereof at will.
i. To levy assessments against the membership of the corporation and to enforce the collection of such assessments in the manner provided for enforcement of collection of monthly charges in Article VII, Section 5, hereto, by the forfeiture of delinquent accounts of members failing to pay such assessments within the time prescribed for payment, provided, that prior to forfeiture the board must give the member at least thirty days written notice at the last address of the member on the books of the corporation of its intention to forfeit the membership if the assessment is not paid by a specified date.
Article VI – Duties:
Section 1. The president shall preside at all meetings of the corporation and of the board of directors; shall call special meetings of the board; shall perform such other duties as may be prescribed in these bylaws or assigned to them by the board of directors; and shall sign any other papers as they may be authorized or directed to sign by the board of directors.
Section 2. The vice-president shall act as aide to the president and shall perform the duties of the president in the absence or inability of that officer to serve.
Section 3. The secretary shall record the minutes of all meetings of the corporation and of the board of directors. They shall sign any other papers pertaining to the corporation as they may be authorized or directed to do so by the board. They shall serve all notices required by law and by these bylaws and shall make a full report of all matters pertaining to their office to the members at the annual meeting. They shall keep the corporate seal, records of the corporation, and affix said seal to all papers requiring same. They shall perform such duties as may be delegated to them including the turnover to their successor all books and other property belonging to the corporation that they may have in their possession.
Section 4. The treasurer shall receive a record of all monies of the corporation; shall keep an accurate record of receipts and expenditures; and shall pay out funds as authorized by the corporation. The treasurer shall present a financial statement at every meeting of the board of directors and at other times when requested by the board and shall make a full report at the annual meeting. The treasurer shall have furnished by the corporation a fidelity bond, in an amount found to be adequate by the board of directors, to protect corporation funds that they may be in possession of.
Section 5. All officers shall perform the duties prescribed in the parliamentary authority in addition to those outlined in these bylaws and those assigned from time to time. The officers shall deliver to their successors all official material, records and property within ten days following the meeting at which they are elected and qualified.
Article VII - Benefits and Duties of Members:
Section 1. The corporation will install, maintain and operate water lines from its main line or lines to the water meter of each member of the corporation. The water meter location shall be determined in accordance with corporation policy.
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, such service as they may desire, subject to the provisions of these bylaws and to such rules and regulations as may be prescribed by the board of directors.
Section 3. The board of directors shall, prior to the beginning of each calendar year, determine whether the monthly rates charged are adequate to support the corporation’s budget for the following year, and if not, will petition the Indiana Utility Regulatory Commission for an appropriate increase.
Section 4. The board of directors shall be authorized to require each member to enter into a user’s agreement which shall embody the principles set forth in the foregoing sections of this article.
Section 5. Membership may be cancelled and/or service disconnected by the corporation for any violation of any rule, regulation, or condition of service and especially for any of the following reasons:
a. Misrepresentation in application as to the property or fixture to be supplied or use to be made of the service.
b. Mis-use due to improper or imperfect service pipes and/or fixtures or failure to keep the same in a suitable state of repair.
c. Tampering with mains, lines, valves, or meters or permitting such tampering by others.
d. Connections, cross-connections, or permitting the same, of any separate line to the premises which receives service from the corporation.
Article VIII - Distribution of Surplus Funds:
Section 1. It is not anticipated there will be any net income; but if there should be any, then at the end of the fiscal year, after paying all costs of operations and maintenance, set aside reserves for depreciation of buildings, equipment, etc., and such other reserves as may be deemed proper and provide for payment of interest and principal of obligations and debts, and after providing for the purchase of proper supplies and equipment, the net earning 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 directors may determine to be for the best interest of the corporation. The said surplus fund or any portion thereof may from time to time at the discretion of the board of directors be distributed to the members as provided in the bylaws, on the basis of the assessments and charges made and levied against and paid by such members during the year.
Section 2. Any part or the whole of such apportionment may be credited at the at the discretion of the board of directors to the indebtedness of the members, should any exist, and in such case, the members shall be notified in writing of the amount so applied.
Article IX - Rules of Order:
Section 1. The rules contained in Robert’s Rules of Order Revised shall govern the corporation in all cases to which they are applicable, and in which they are not inconsistent with the articles of incorporation, bylaws or the special rules of order of this corporation.
Article X – Amendments:
Section 1. Amendments of these bylaws may be adopted by a vote of a majority of the members present at any special or regular meeting of the corporation if the members have been given at least ten days written notice of said meeting and the notice has contained a copy of the proposed amendment or amendments.