Articles of Incorporation

ARTICLES OF INCORPORATION
MID-DAKOTA RURAL WATER SYSTEM, INC.

 

The undersigned incorporators of this corporation do hereby  organize the same under the South Dakota Non-Profit Corporation Act, and  do hereby adopt the following Articles of Incorporation for this  corporation.

Click on the links below to go to a specific article.

Article I Article VI Article XI
Article II Article VII Article XII
Article III Article VIII Article XIII
Article IV Article IX Article XIV
Article V Article X Article XV

 

ARTICLE I 

The name of this corporation is Mid-Dakota Rural Water System, Inc.

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ARTICLE II

The duration of this corporation shall be perpetual.

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ARTICLE III

The principal place of business of this corporation shall be located at Miller, Hand County, South Dakota.

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ARTICLE IV

The address of this corporation's initial registered office and the  name of its initial registered agent at such address is:  Julie Apgar,  Miller, South Dakota 57362.  The corporation may have such other offices  within or without the State of South Dakota as the business of the  corporation may from time to time hereafter require.  The registered  office of the corporation required by the South Dakota Non-Profit  Corporation Act shall be continuously maintained in South Dakota, and  shall be initially as above provided, subject however to change from  time to time by Resolution of the Board of Directors and the filing of a  statement of that change as is required by the South Dakota Non-Profit  Corporation Act.

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ARTICLE V

The management of the corporation shall be vested in a Board of  Directors.  The number of Directors shall be fixed by the By-Laws fo the  corporation.  The terms of office of the Directors shall also be fixed  by the By-Laws and may be altered by the amendment to the By-Laws of  this corporation.  In addition to all general and necessary authority  and power to operate and manage this corporation, the Directors  specifically have authority to establish all schedules, tariffs and  rates necessary between this corporation and any of its member or  customers, limited only that all of such schedules, tariffs and rates  shall be pursuant to a written agreement entered into between the  corporation and that member or customer.

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ARTICLE VI

The number of Directors of this corporation constituting the first  Board of Directors of this corporation (and their initial term of  office), shall be four, and shall be the following persons, each of whom  shall continue in office for the term for which that person has been  selected and until a successor is appointed and qualified, or until the  Director is removed as provided in the By-Laws, to-wit:

Earl M. Briggs
HCR 31, Box 12
Pierre, SD 57501
Marilou Briggs
HCR 31, Box 12
Pierre, SD 57501


Duane Aymar
RR. 1, Box 151
Miller, SD 57362


Susan Hargens
HCR 1, Box 106A
Orient, SD 57467

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ARTICLE VII

The names and addresses of the incorporators of this corporation are:

Earl M. Briggs
HCR 31, Box 12
Pierre, SD 57501
Marilou Briggs
HCR 31, Box 12
Pierre, SD 57501


Duane Aymar
RR. 1, Box 151
Miller, SD 57362


Susan Hargens
HCR 1, Box 106A
Orient, SD 57467

Julie Apgar
P.O. Box 69
Miller, SD 57362
 

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ARTICLE VIII

The conditions, terms and qualifications for membership in this corporation shall be provided in the By-Laws.

ARTICLE IX

Members of this corporation shall not have any personal liability for corporate obligations.

ARTICLE X

This corporation shall not have any capital stock.

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ARTICLE XI

The objects and purposes of this corporation specifically include but are not necessarily limited to the following, to-wit:

To serve as the organizational entity for subsequent development or  accomplishment of the objects and purposes listed below, and to  accomplish these in such manner that authority and obligations may be  transferred to future legal entities.

To plan, investigate and if feasible acquire, construct, maintain and  operate a system for the diversion, supply, storage, treatment and  distribution of water to the members of this corporation, for domestic,  livestock, municipal, commercial, or private purposes within the  geographic area, and environs thereof, served by this corporation.

To acquire by appropriation or otherwise, and to lease, sell or  dispose of water and water rights for domestic, livestock, municipal,  commercial, or private purposes within the geographic area, and environs  thereof, served by this corporation.

To secure grants and to borrow money for the use of this corporation  and to issue securities therefore, and to pledge, mortgage, hypothecate  and otherwise dispose of the real, personal and intangible property of  the corporation as security therefore.

To establish rates for the delivery of water to its members and to provide for the collection thereof.

To exercise any and all other powers incidental to or conducive to  any of the before said objectives, or any of them, provided that all  rates, rules and the like shall be uniform among members of the same  class, and shall not otherwise be discriminatory, and generally this  corporation shall have all powers and authorities granted to it by  statute, or by operation of law.

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ARTICLE XII

Upon the dissolution of this corporation the Board of Directors  shall, after paying or making provisions for the payment of all of the  liabilities of this corporation, dispose of all of the assets of this  corporation in such manner, and to such organization or organizations  which qualify as an exempt organization or organizations under the  provisions of Section 501(c)(12) of the Internal Revenue Code of 1954  (or the corresponding provision of any future United States Internal  Revenue law), as the Board of Directors shall determine.  Any such  assets not so disposed of shall be deposited with the Circuit Court of  Hand County, South Dakota, the county in which the corporation´┐Żs  principal office is located, exclusively for such purposes or to such  organization or organizations as the Court shall determine which are  organized and operated exclusively for those purposes.

Further, notwithstanding any other provision of these Articles of  Incorporation, the corporation will not carry on any other activities  not permitted to be carried on by a corporation exempt from federal  income tax under Section 501(c)(12) of the Internal Revenue Code of 1954  (or the corresponding provisions of any future United States Internal  Revenue law), or, by a corporation, contributions to which are  deductible under Section 170(c)(2) of the Internal Revenue Code of 1954  (or its corresponding provision).

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ARTICLE XIII

This corporation shall not:

Engage in any act of self-dealing which would give rise to any  liability for the tax imposed by Section 4941(a) of the Internal Revenue  Code of 1954, as the same now is or as the same may from time to time  hereafter be amended;

Retain any excess business holdings which would give rise to any  liability for the tax imposed by Section 4943(a) of the Internal Revenue  Code of 1954, as the same now is or as the same may from time to time  hereafter be amended;

Make any investments which would jeopardize the carrying out of any  of the exempt purposes of this corporation, within the meaning of  Section 4944 of the Internal Revenue Code of 1954, so as to give rise to  any liability for the tax imposed by Section 4944(a) of the Internal  Revenue Code of 1954, as the same may from time to time hereafter be  amended;

Make any taxable expenditure which would give rise to any liability  for the tax imposed by Section 4945(a) of the Internal Revenue Code of  1954, as the same now is or as the same may from time to time hereafter  be amended;

This corporation shall distribute for each of its taxable years  amounts at least sufficient to avoid liability for the tax imposed by  Section 4942(a) of the Internal Revenue Code of 1954, as the same now is  or as the same may from time to time hereafter be amended.

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ARTICLE XIV

These Articles may be amended by a two-thirds vote of the Directors eligible to vote for adoption of any amendment.

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ARTICLE XV

By-Laws governing this corporation may be adopted, modified, amended,  or repealed by a two-thirds majority vote of the Directors eligible to  vote for the adoption of any By-Law.

Dated this 22nd day of December, 1987.

/S/ Earl M. Briggs
/S/ Marilou Briggs
/S/ Duane Aymar
/S/ Susan Hargens
/S/ Julie Apgar

	STATE OF SOUTH DAKOTA           )
                                )  SS 
COUNTY OF HUGHES                )      

	On this the 22nd day of December, 1987, before me, the undersigned officer, personally appeared Earl M. 
Briggs, Marilou Briggs,  Duane Aymar, Susan Hargens and Julie Apgar, known to me or satisfactorily proven 
to be the persons whose names are subscribed to the  within instrument, and acknowledged that they executed 
the same for the purposes there in contained.  

IN WITNESS WHEREOF, I hereunto set my hand and official seal. 
/S/ 
Notary Public   
(SEAL)
     

STATE OF SOUTH DAKOTA           )
                                )  SS 
COUNTY OF HUGHES                )        

	Earl M. Briggs, Marilou Briggs, Duane Aymar, Susan Hargens and Julie Apgar, being first duly sworn, each 
for himself deposes  and says: That he is one of the persons described in and who signed the foregoing 
Articles of Incorporation as an incorporator therein;  that he has read said Articles and knows the contents 
thereof; that the incorporators intend in good faith to form a corporation for  the purposes of the promotion
of a lawful business set forth in said Articles, and not for the purpose of enabling any corporation or  
corporations to avoid the provisions of Chapter 37-1 of the South Dakota Compiled Laws of 1967 relating to 
unlawful trusts or combinations,  and laws amendatory thereto. 
 
/S/ Earl M. Briggs 
/S/ Marilou Briggs 
  
/S/ Duane Aymar 
/S/ Susan Hargens 
  
/S/ Julie Apgar      

Subscribed and sworn to before me this 22nd day of December, 1987.  

/S/ 
Notary Public
   (SEAL)


    STATE OF SOUTH DAKOTA           )
                                    )  SS
COUNTY OF HAND                      )

	On this the 5th day of January, 1988, before me, the undersigned officer, personally appeared Duane Aymar,
 known to me or  satisfactorily proven to be the person whose name is subscribed to the within instrument, 
and acknowledged that he executed the same  for the purposes therein contained.   

INWITNESS WHEREOF, I hereunto set my hand and official seal.   

/S/ 
Notary Public
   (SEAL)


     STATE OF SOUTH DAKOTA           )
                                     )  SS
COUNTY OF HAND                       )

	Duane Aymar, being first duly sworn, for himself deposes and says: That he is one of the persons 
described in and who signed the  foregoing Articles of Incorporation as an incorporation therein; that he 
has read said Articles and knows the contents thereof; that the  incorporators intend in good faith to form 
a corporation for the purposes of the promotion of a lawful business set forth in said Articles,  and not 
for the purpose of enabling any corporation or corporations to avoid the provisions of Chapter 37-1 of the 
South Dakota Compiled  Laws of 1967 relating to unlawful trusts or combinations, and laws amendatory thereto.

/S/ 
Duane Aymar  

Subscribed and sworn to before me this 5th day of January, 1988.    

/S/ 
Notary Public   
(SEAL)
      STATE OF SOUTH DAKOTA           )
                                      )  SS
COUNTY OF HAND                        )          

	On this the 30th day of December, 1987, before me, the undersigned officer, personally appeared Susan 
Hargens, known to me or  satisfactorily proven to be the person whose name is subscribed to the within 
instrument, and acknowledged that she executed the same  for the purposes therein contained.  

IN WITNESS WHEREOF, I hereunto set my hand and official seal. 
/S/ 
Notary Public 
My Commission expires 3-5-94
   (SEAL)


      STATE OF SOUTH DAKOTA           )
                                      )  SS
COUNTY OF HAND                        )  

	Susan Hargens, being first duly sworn, for herself deposes and says: That she is one of the persons 
described in and who signed the  foregoing Articles of Incorporation as an incorporator therein; that she
 has read Articles and knows the contents thereof; that the  incorporators intend in good faith to form a 
corporation for the purposes of the promotion of a lawful business set forth in said Articles,  and not for
 the purpose of enabling any corporation or corporations to avoid the provisions of Chapter 37-1 of the 
South Dakota Compiled  Laws of 1967 relating to unlawful trusts or combinations, and laws amendatory thereto.

/S/ 
Susan Hargens    

Subscribed and sworn to before me this 30th day of December, 1987.    

/S/ 
Notary Public   
(SEAL)  	

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