Name & Location
Seal of Corporation
Meetings of Members
Meeting of Directors
Duties of Officers
Board of Directors Duties
MID-DAKOTA RURAL WATER SYSTEM, INC.
(EFFECTIVE AS OF APRIL 8, 2008)
This corporation shall be known as the Mid-Dakota Rural Water System, Inc., and is incorporated under the not for profit laws of the State of South Dakota.
The purposes for which the corporation is formed and the powers which it may exercise are set forth in the Articles of Incorporation, and these By-Laws.
NAME AND LOCATION
The name of the corporation is the Mid-Dakota Rural Water System, Inc.
The principal office and place of business of this corporation shall be located in the City of Miller, South Dakota, but the corporation may maintain offices and places of business at other places within or without the state as the Board of Directors may determine from time to time.
SEAL OF CORPORATION
The seal of the corporation shall have inscribed thereon the name of the corporation.
The Secretary shall have custody of the seal.
The impression of the seal shall be made on all papers and documents requiring the signature of an officer of the corporation.
Effective January 1, 2008, the fiscal year of the corporation shall commence on January 1 and end on the succeeding December 31.
The business and affairs of the corporation shall be managed by a Board of Directors, which shall exercise all of the powers of the corporation except those that are under law, the Articles of Incorporation or these By-Laws, conferred upon or reserved to the members or delegated to the General Manager.
Section 1. Eligibility.
Membership in the corporation shall be limited to natural persons and other legal entities that:
(a) Are located within the area to be served by this corporation;
(b) Are reasonably accessible from the corporation's designated pipeline location;
(c) Have applied for membership on a form approved by the Board of Directors;
(d) Have agreed to pay a membership fee;
(e) Have entered into written agreements with this corporation for the purchase of water for domestic, municipal and other approved beneficial use as may from time to time be required by the Board of Directors; and
(f) Have been accepted for membership by the Board of Directors.
Section 2. Application.
An eligible person or entity shall become a member of the Mid-Dakota Rural Water System, Inc., by:
(a) Making such written application for membership as may be required by the Board of Directors;
(b) Agreeing to comply with and be bound by the Articles of Incorporation and By-Laws of the corporation and any rules and regulations adopted by the Board of Directors, or in the case of municipal members by entering into a Water Supply Contract with the Mid-Dakota Rural Water System, Inc.;
(c) Paying the membership fees. No applicant shall become a member unless, and until, accepted for membership by the Board of Directors. No membership in the corporation shall be transferable except as provided in these By-Laws; and
(d) Agreeing to pay such supplemental fees as the Board may require.
Section 3. Classification.
The corporation shall have two classes of member, defined as follows:
(a) "Municipal member" means bodies politic that purchases water from the corporation for resale to others and that distributes that water through its own distribution system;
(b) "Rural member" means natural persons and other legal entities that do not meet the definition of "municipal member".
Section 4. Fees.
Membership in the corporation shall be evidenced by the execution of a Water User Agreement which shall be in such form and shall contain such provisions as shall be determined by the Board of Directors. Such agreement shall be signed by an authorized agent of the corporation. No membership shall be issued for less than the membership fee fixed by the Board of Directors.
Section 5. Transfers.
Transfers of membership shall be made only upon the books of the corporation, only to applicants eligible to become members, only with the approval of the Board of Directors and when the member transferring is free from indebtedness to the corporation.
Section 6. Basis for Fee.
Membership fees shall be set by action of the Board.
Section 7. Termination of Membership.
If a member ceases to be eligible to hold membership as provided herein, or willfully fails to comply with the Articles of Incorporation, these By-Laws and other requirements or willfully obstructs the purposes and proper activities of the corporation, the Board may vote to terminate the membership.
Section 8. Compliance with Federal and State Law.
In accepting members and in managing the corporation, no benefits, employment or membership shall be denied because of a person's race, color, creed or national origin. All federal and state laws and regulations relating to equal opportunity and antidiscrimination shall be complied with by the management of the corporation.
Section 9. Membership Records.
Such books of account, records and other data necessary to determine at all times the rights and interests of each member and former member of this corporation will be maintained by the corporation. The Corporation shall respect and protect the privacy rights of its members consistent with applicable law.
MEETINGS OF MEMBERS
Section 1. Annual Meeting.
No face-to-face annual meeting need be held, though the Board may direct that a face-to-face annual meeting be held. In the absence of a face-to-face annual meeting, the Board shall arrange for an alternative annual meeting during which the membership shall have the opportunity to tour certain of the corporation's facilities and to obtain a copy of the annual financial statement, the budget for the next fiscal year and the audit report for the previous fiscal year. The election of members of the board of directors shall take place during the annual meeting, regardless of the format of the meeting. The board may by resolution allow for voting by mail. The annual meeting shall be held during the months of October or November, on a date selected by the Board and in the manner designated by the Board. The date, time and place or places shall be designated in a notice provided to the membership.
Section 2. Special Meetings.
Special meetings of the members may be called by resolution of the Board of Directors, or upon a written request signed by any three Directors. It shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of members must be held twenty (20) days, but not less than ten days, from the date of receipt of a special request therefore, and shall be held at such time and at such place as shall be determined by the Board of Directors.
Section 3. Notice.
Notice of meetings of members of the corporation shall be given by notice mailed to each member of record, directed to the address shown upon the books of the corporation, at least ten (10) days prior to the meeting. Such notice shall state the nature, time, place and purpose of the meeting, but no failure or irregularity of notice of any annual meeting, regularly held, shall affect any proceedings taken thereat.
Section 4. Quorum.
In the event of a face-to-face meeting, twenty-five (25) members present shall constitute a quorum to conduct business and hold any meeting. If less than a quorum is present at a face-to-face meeting, a majority vote of those present may adjourn the meeting from time to time without further notice. No quorum shall be necessary to conduct an annual meeting in a format other than a face-to-face meeting.
Section 5. Vote.
Each member shall be entitled to one vote. In the case of municipal members, it shall be the duty of each such member to designate one individual to attend meetings and cast votes on behalf of that municipal member.
Section 6. Resolutions and Amendments.
Any amendments to the Articles of Incorporation, amendments to the By-Laws or other resolution to be proposed at a regular or special meeting of the members shall be provided to the General Manager of the corporation at least twenty days prior to the date of the annual meeting or at least ten days before the date of any special meeting. The proposed amendment or resolution must be in writing, and in the form that is to be presented at the annual or special meeting. Upon receipt, the General Manager shall immediately transmit a copy of the proposal or proposals to all members of the Board of Directors and the corporation's attorney.
Section 1. Composition.
The Board of Directors shall consist of nine members, as set forth below.
Section 2. Director Districts.
(a) Municipal Directors. The City of Huron shall appoint two members of the Board of Directors and the remaining municipal members shall elect two members of the Board of Directors at large. For the purpose of electing members of the Board of Directors, each municipality except the city of Huron shall have one vote. The City of Huron shall not be entitled to vote in the at-large election for municipal members of the Board of Directors.
(b) Rural Directors. The rural members shall elect five members of the Board of Directors, one from each of the following five districts:
(i) District 1: All of Potter County; all of Sully County; all of Faulk County; and those portions of the Highmore West and Rezac Lake service areas lying in Hyde County.
(ii) District 2: All of Hughes County except that portion of the Highmore West service area lying in Hughes County.
(iii) District 3: All of Spink County; those portions of the Rezac Lake, Highmore Central, Mac's Corner, Collin's Slough, Cottonwood Lake and Redfield service areas lying in Hand County; and the Staum Dam service area in Beadle County.
(iv) District 4; All of Aurora County; all of Jerauld County; all of Sanborn County; all of Davison County; all of Buffalo County; those portions of the Highmore Central, Collin's Slough and Mac's Corner service areas lying in Hyde County; that portion of the Cottonwood Lake service area lying in Beadle County; that portion of the Ames service area lying in Hand County; and that portion of the Highmore West service area lying in Hughes County.
(v) District 5: All of Kingsbury County; that portion of the Highmore East service area lying in Hand County; those portions of the Highmore East, Pearl Creek and Wolsey service areas lying in Beadle County.
(c) Director District Boundaries. The Board of Directors shall redistrict the five rural director districts no later than December 31, 2011, and once every ten years thereafter.
Section 3. Election and Term of Office.
Directors shall hold office for a term of three years commencing the first December 1 after the Annual Meeting of the Membership at which they are elected, and until their successors are duly elected and qualified.
Section 4. Election Procedure
The election of Directors shall take place at the annual meeting, with votes to be cast in person or by mail. No proxy voting shall be allowed. At least 90 days prior to the first election, and from time to time thereafter as the Board may determine, the Board shall adopt a resolution governing election procedure.
Section 5. Vacancy.
If the office of Director shall become vacant for any cause, the remaining Directors may, no sooner than the next regular meeting of the Directors which is held 28 days after the vacancy occurs, choose a successor, who shall serve until the next regular or special meeting of the members, when the vacancy shall be filled by elective action of the members from the proper district. Such Director shall serve the remainder of the unexpired term. No later than 10 days after a vacancy occurs, the General Manager shall cause notice of such vacancy to be mailed to all members within all the affected district. If the vacancy is among the municipal directors, the General Manager shall not later than 10 days after a vacancy occurs, cause notice of such vacancy to be mailed to all municipal members.
Section 6. Qualifications.
Every Director shall at the time of election and during the term for which elected, reside within the district for which and from which that director was elected. A rural Director must be a rural member of the Corporation. No person may hold more than one directorship at a time. Every Director must as of the date of election be at least 18 years of age.
Section 7. Removal.
Upon establishment of the fact that a Director is holding office in violation of any of the foregoing provisions, the Board of Directors shall remove such Director from office.
Section 8. Validity of Board Action.
Nothing contained in this Article shall affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors, nor shall this Article apply to Directors appointed prior to the first election by members.
Section 9. Per Diem.
Directors and Employees may receive, upon submission of a voucher request, compensation for mileage, meals, lodging and other reimbursable expenses for attendance at each meeting of the Board and for attendance at any other meeting on the behalf of the corporation at such rates as the Board may set from time-to-time by written policy.
Directors shall receive a per diem for attendance at each meeting of the Board and for attendance at any other meetings on behalf of the corporation at such rates as the Board may set from time-to-time by written policy. Participation in a meeting held by telephone conference call or by any other electronic means constitutes attendance at a meeting for the purposes of this section.
Section 10. Indemnity.
The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partner-joint venture, trust or other enterprise, against expenses including attorney's fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Any decision to indemnify pursuant to this section shall be in the sole discretion of the Board of Directors.
Section 11. Committees.
The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate other committees not having and exercising the authority of the Board of Directors in the management of the corporation. The members of all such committees shall be appointed by the Chairperson of the Board.
MEETING OF DIRECTORS
Section 1. Regular Meeting.
A meeting of the Board may be held monthly at such time and place as the Board may provide by resolution. Public notice of meetings of the Board shall be given in the manner required by applicable law.
Section 2. Special Meeting.
Special meetings of the Board may be called by the Chairperson or by any three Directors, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The Chairperson or the Directors calling the meeting shall fix the time and place for the holding of the meeting. Public notice of special meetings of the Board shall be given in the manner required by applicable law.
Section 3. Notice.
Written notice of the time, place and purpose of any special meeting of the Board of Directors shall be delivered to each Director not less than six days previous thereto, either personally or by mail, by or at the direction of the Secretary or upon a default in duty by the Secretary, by the Chairperson or the Directors calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director, at his address, as it appears on the records of the corporation, with postage thereon fully prepaid. If the circumstances do not permit six days notice as provided for herein, such notice shall be given as the Chairperson deems appropriate.
Section 4. Quorum.
Five members of the Board shall constitute a quorum for conducting business. At any Board meeting, a majority of the Directors present may adjourn the meeting from time to time, and the Secretary shall notify any absent Directors of the time and place of such adjourned meeting. 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, unless otherwise provided by law, the Articles of Incorporation or the By-Laws.
Section 5. Majority Vote - Tie Votes
A majority vote of all members present and voting is required for the passage of any resolution or motion or for the Board to otherwise take official action. In the event of a tie, the presiding officer shall call for a second vote. If the second vote results in a tie, the resolution, motion or official action shall fail for lack of a majority in favor.
Section 6. Meeting by telephone conference call.
Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board of Directors or a committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time; provided arrangements are made so that interested members of the public may monitor the meeting at the corporation's office or some other convenient location. Participation by such means shall constitute presence in person at a meeting.
Section 1. Officers.
The officers of the corporation shall be a Chairperson, Vice-Chairperson, Secretary, Treasurer, and such other officers as may be determined by the Board of Directors from time to time. One person may hold the offices of Secretary and Treasurer.
Section 2. Election of Officers.
The officers shall be elected by ballot annually by and from the Board of Directors, at the next regular meeting of the Board held in December following the Annual Meeting of the Membership. Each officer shall hold office until the first December meeting of the Board following the next succeeding Annual Meeting of the Membership or until his successor shall have been elected and shall have qualified. A vacancy in any office shall be filled by the Board for the unexpired portion of the term.
Section 3. Removal.
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors, whenever in its judgment the best interests of the corporation will be served thereby.
DUTIES OF OFFICERS
Section 1. Chairperson.
The Chairperson shall:
(a) Be the principal executive officer of the corporation and, unless otherwise determined by the Board, shall preside at all meetings of the members and the Board of Directors.
(b) Sign, with the Secretary, certificates of Membership, the issue of which shall have been authorized by the Board of Directors, and may sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed.
(c) In general, perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board from time to time.
Section 2. Vice-Chairperson.
In the absence of the Chairperson or in the event of his inability or refusal to act, the Vice-Chairperson shall perform the duties of the Chairperson and when so acting shall have all the powers of and be subject to all of the restrictions upon the Chairperson. The Vice-Chairperson shall also perform such other duties as from time to time may be assigned to him by the Board of Directors.
Section 3. Secretary.
The Secretary shall be responsible for:
(a) Keeping of the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose.
(b) Arranging for all notices to be given in accordance with the By-Laws or as is required by law.
(c) The safekeeping of the corporate records and of the seal of the corporation and affixing the seal of the corporation to all certificates of membership prior to the issuance thereof, and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-Laws.
(d) Arranging for a complete copy of the Articles of Incorporation and By-Laws of the corporation containing all amendments thereto to be maintained at the corporation's principal office.
(e) Signing with the Chairperson, legal documents authorized by the Board of Directors, unless the signing of such documents have been delegated to other officers, agents or employed personnel.
(f) Keeping a register of the names and Post Office addresses of all members to be kept up to date.
(g) Performing such other duties as are assigned by the Board of Directors.
Section 4. Treasurer.
The Treasurer shall be responsible for:
(a) Custody of all funds and securities of the corporation.
(b) The receipt of and issuance of receipts of all monies due and payable to the corporation, and the deposit of all such monies in the name of the corporation in such bank or banks as are selected by the Board of Directors.
(c) Reviewing the annual financial audit of the corporation's financial and accounting records and make any necessary recommendations to the Board of Directors.
(d) The general performance of all the duties incident to the office of Treasurer and such other duties as are assigned to him/her by the Board of Directors.
Section 5. Bond.
The Treasurer and any other officer or agent of the corporation charged with the responsibility for the custody of any of its funds or property shall give bonds in such sum, with a surety, as the Board of Directors shall determine. The Board of Directors in its discretion may require any other officer, agent or employee of the corporation to give bond in such amount, and with a surety, as it shall determine. The expense of such bond shall be legal obligation of the corporation.
Board of Directors-DUTIES
The Board of Directors, subject to the restrictions of the law, the Articles of Incorporation, and By-Laws, shall exercise all of the powers of the corporation. Without prejudice to, or limitation upon, their general powers, it is hereby expressly provided that the Board shall have, and are given, full power and authority to perform the following duties and functions:
(a) To pass upon the qualification of members and to cause to be issued proof of membership.
(b) To select and appoint all officers, agents, or employees of the corporation or remove such agents or employees of the corporation, at the pleasure of the Board, and to prescribe such duties and designate such powers as may be consistent with these By-Laws, and fix their compensation and pay for faithful services.
(c) To borrow from any source, money, goods or services and to make and issue notes and other negotiable and transferable instruments, mortgages, deeds of trust and trust agreements and to do every act and thing necessary to effectuate the same.
(d) To prescribe, adopt and amend, from time to time, such equitable and uniform rules and regulations as they, in their discretion, may deem 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 the breach thereof.
(e) To order, at least each year, an audit of the books and accounts of the corporation by an accountant. The report prepared by such accountant shall be submitted to the members of the corporation prior to their annual meeting.
(f) To annually prepare and submit to the members a proposed budget for the succeeding fiscal year, and to adopt such a budget prior to the commencement of the succeeding fiscal year.
(g) To fix the charges to be paid by each member for services rendered by the corporation to him, the time of payment and the manner of collection.
(h) To require all officers, agents and employees charged with responsibility for the custody of any of the funds of the corporation to give adequate bonds, the cost thereof to be paid by the corporation, and it shall be mandatory upon the Directors to so require.
(i) To select one or more banks to act as depositories of the funds of the corporation and to determine the manner of receiving, depositing and disbursing the funds of the corporation and the form of checks and the person or persons by whom the same shall be signed, with the power to change such banks and the person or persons signing such checks and the form thereof at will.
(j) To create and appoint all committees and to delegate such duties as allowed by law, the Articles of Incorporation and the By-Laws.
Section 1. Mutual Benefit.
The corporation shall at all times be operated on a non-profit basis for the mutual benefit of its members. No interest or dividend shall be paid or payable by the corporation on any capital furnished by its members.
Section 2. Purpose.
The corporation will construct a water distribution system from the Missouri River in Hughes County, through and for the primary benefit of Aurora, Beadle, Buffalo, Hand, Hughes, Hyde, Jerauld, Kingsbury, Potter, Sanborn, Spink and Sully Counties, South Dakota, and such other counties which in the opinion of the Directors should be included in the water project. In return for receiving the membership fees, the corporation will develop such a system for the mutual benefit of all members. The corporation may also plan, investigate, acquire, construct, maintain, manage or operate one or more wastewater systems within the geographic area, and environs thereof, served by the corporation, and may establish rates therefore.
Section 3. Rules and Rates.
The Board of Directors shall from time to time make such rules, policies and directives as shall be necessary for the efficient operation of the system and shall generally be responsible for the efficient operation of said system; provided, that any rules or policies establishing rates to be charged for water or other fees must be approved by a two-thirds favorable vote of all members of the Board.
Section 1. Membership in other Corporations.
The Corporation shall not become a member or purchase stock in any other organization without an affirmative vote of the members at a duly held meeting, the notice of which shall specify that action is to be taken upon such proposed membership or stock purchases; provided, however, the corporation may, upon the authorization of the Board of Directors, purchase stock in or become a member of any corporation or organization organized on a non-profit basis for the purpose of engaging in or furthering the cause of water supply systems, or of any other organization, when in the opinion of a majority of all members of the Board, such membership in such other organization will promote the interests of the corporation.
Section 2. Waiver of Meeting Notice.
Any member or director may waive, in writing, any notice of a meeting required to be given by these By-Laws, either before or after such meeting. The attendance of a member or director at any meeting shall constitute a waiver of notice of such meeting by such member or director, except in case a member or director shall attend a meeting for the express purpose of objection to the transaction of any business on the grounds that the meeting was not lawfully called or convened.
Section 3. Rules of Order.
Unless otherwise provided in the Articles of Incorporation or these By-Laws, the rules of parliamentary procedure as provided in the latest edition of "Roberts Rules of Order" shall govern the conduct of all meetings of the Board of Directors and meetings of members of the corporation