By-Laws of Beaches Water Company, Inc.
(Current As of September 12, 2021)
ARTICLE I
General Purposes
The purposes for which this corporation is formed, and the powers which it may exercise, are set forth in the Articles of Incorporation of the corporation.
ARTICLE II
Name and Location
Section 1. The name of the corporation is Beaches Water Company, Inc.
Section 2. The principal office of the corporation shall be located in the Village of Long Beach and the mailing address shall be P.O. Box 164, St. Leonard, County of Calvert, State of Maryland, zip code 20685.
ARTICLE III
Seal
Section 1. The seal of the corporation shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Maryland, 1982".
Section 2. The Secretary-Treasurer of the corporation shall have custody of the seal.
Section 3. The seal may be used for causing it or a facsimile thereof to be impressed of affixed as required.
ARTICLE IV
Fiscal Year
The fiscal year of the corporation shall begin the First day of July in each year.
ARTICLE V
Membership
Section 1. Membership will be limited to those who obtain the organization's services, acquire a tangible interest in its assets in proportion to the business done with the organization and have a voice in its management.
Section 2. Every person (which word as used herein includes any legal entity) who is a record owner of a fee or undivided fee interest, or having a substantial possessory interest, in a property served by the water system may become a member of the corporation upon signing such applications and agreements for the purchase of water as may be provided and required by the corporation and upon the payment of such connection fee as may be imposed by the board of directors provided that only one membership at a time may be held for each property served. A single membership may be issued to all persons owning or having a substantial possessory interest in the property. Only one membership may be held with respect to a property at one time. The board of directors shall record membership in the records of the Cooperative provided that membership shall not be denied because of the applicant's race, color, creed, sex, age, marital status, or national origin. Membership may be denied if capacity of the corporation's water system is exhausted by the need of its existing members, or, if the proposed use of the applicant is such that it would interfere with existing uses previously authorized by the board of directors.
A. A substantial possessory interest is one where the person or persons have a legal right to the control and occupancy of a property but do not have the legal or the equitable ownership of the property. It may be under a lease or similar right to possession.
(1) Before membership is allowed to one or more persons claiming such an interest, the corporation will endeavor to obtain the application for membership from the owner of such property.
(2) Where membership is granted to one or more persons having a substantial possessory interest, the corporation, as a condition to the membership, may require such application to post such collateral of bond as the directors determine necessary to fully protect the corporation from any additional risk that may be involved to the corporation by reason of the lack of legal ownership by the applicant.
Section 3. Each member shall have only one membership for each property served, regardless of the number of service connections the member may obtain to serve the property. Each membership shall represent one vote. When more than one person holds the interest in a property served, the vote shall be exercised by the person in whose name the membership is registered or by such person as the several persons may designate, but in no event shall more than one vote be cast with respect to any property.
Section 4. Membership shall be transferable but the transfer will be effective only when noted on the books of the corporation. Such transfer will be made only to a person who obtains a qualifying interest in the property. A member will transfer membership in the corporation to a successor in interest as part of the transaction whereby the member disposed of any interest to said property. The secretary, upon request, will make note of such transfer upon the records of the corporation.
Section 5. When membership in the corporation is not transferred, it shall terminate upon the disposition or other termination of the member's interest in the property. Membership also may be terminated by action of the board of directors where the use of the property is changed so as to materially increase the amount of water consumed to the prejudice of other existing members or to the prejudice of the orderly operation of the system.
Section 6. Termination of membership will not result in forfeiture of the former member's rights and interest in the organization's assets and the former member will not be precluded from receiving a proportionate share of any subsequent distribution of such assets by the organization.
Section 7. The termination of the membership of any member shall not disqualify for membership any other person who has or obtains an interest in the property of the terminated member and who otherwise meets the requirements of these By-laws.
Section 8. In the event a member's property interest is divested other than by voluntary means, such member's membership will pass to the trustee, receiver, executor, or the like who will be entitled either in person or through a designated representative to exercise all the rights incident to such membership, but subject to such duties and liabilities also applicable to the membership. The trustee, receiver, executor, or the like, may terminate such membership by written notice to such effect delivered or mailed to the secretary of the corporation. Upon the final disposition of such property rights, the owner thereof shall be entitled to membership in like manner as if the membership had been transferred to the owner by the original member as set forth in Section 4 above.
Section 9. Upon the transfer of a membership, the corporation may look to the successor in interest for the payment of any past due amounts. The corporation will first seek collection from the individual who incurred such charges or assessments or from the property itself if a judgment lien had been duly perfected against such property.
ARTICLE VI
Membership Record
Section 1. This corporation shall not have capital stock. Membership in the corporation shall be recorded in the records of the cooperative. Such records shall represent the right to use and enjoy the benefits of the corporation's water supply system upon the payment of necessary assessments, if any, and of reasonable charges based upon such use, provided such use and enjoyment are consistent with the rules, regulations, and contracts affecting the same as may from time to time be prescribed by the board of directors.
Section 2. A membership shall be issued to each fully paid member. This membership is issued and accepted in accordance with and subject to the conditions and restrictions stipulated in the articles of incorporation and by-laws and amendments to the same of the Beaches Water Company, Inc.
ARTICLE VII
Meetings of Members
Section 1. The annual meeting of the members of this corporation shall be held at the Village of Long Beach, County of Calvert, State of Maryland, at 3:00 o'clock p.m., on the second Sunday in September of each year. The place, day, and time of the annual meeting may be changed to any other convenient place, day, and time in the county by the board of directors giving notice thereof to each member not less than ten (10) days in advance thereof.
Section 2. Special meetings of the members may be called at any time by the action of the board of directors and such meetings must be called whenever a petition requesting such meetings is signed by at least ten percent of the members and presented to the secretary or to the board of directors. The purpose of every special meeting shall be stated in the notice thereof, and no business shall be transacted thereat except as specified in the notice.
Section 3. Notice of meetings of members of the corporation, both regular and special, shall be given by notice mailed by first-class mail to each member of record, directed to the address shown upon the books of the corporation, not less than ten (10) nor more than forty (40) days prior to such meeting. Such a 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. A quorum shall be constituted by the presence at a meeting of members entitled to cast votes in their own right or by proxy, by at least five percent of the total number of members. All proxies shall be in writing and filed with the secretary. Such proxies may be general or restrictive. Proxies shall be revocable and shall not be valid beyond 11 months, nor after termination of the membership by cessation of the member's interest in the property.
Section 5. Directors of this corporation shall be elected at the annual meeting of the members as provided in Article VIII, Section 1. No cumulative voting shall be allowed.
Section 6. The order of business at the regular meetings and so far as possible at all other meetings shall be:
- Calling to order and proof of quorum
- Proof of notice of meeting
- Reading and action on any unapproved minutes
- Reports of officers and committees
- Election of directors
- Unfinished business
- New business
- Adjournment
ARTICLE VIII
Directors and Officers
Section 1. The board of directors of this corporation shall consist of at least five members, all of whom shall be members of the corporation. At each annual meeting, the members shall elect for a term of three years the number of directors whose terms of office have expired. No more than half the total directors shall be elected in any one year. Each director shall hold office for the term for which elected and until a successor shall have been elected and qualified.
Section 2. The board of directors shall meet within ten (10) days after the annual election of directors and shall elect a president and vice-president from among themselves and secretary-treasurer who need not be a member of the board of directors, each of whom shall hold office until the next annual meeting and until the election and qualification of a successor unless sooner removed by death, resignation, or for cause.
Section 3. If the office of any director becomes vacant by reason of death, resignation, retirement, disqualification, or otherwise, except by removal from office, a majority of the remaining directors, shall by a majority vote, choose a successor who shall hold office until the next regular meeting of the members of the corporation, at which time the members shall elect a director for the unexpired term or terms.
Section 4. A majority of the board of directors shall constitute a quorum at any meeting of the board. The affirmative vote of the majority of the directors at a meeting at which a quorum is present shall be the act of the board.
Section 5. Compensation of officers may be fixed only at any regular or special meeting of the members of the corporation. Directors shall receive no compensation for their services as such.
Section 6. 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. If presented by a member, the charges must be accompanied by a petition signed by ten percent of the members 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 a majority of those voting if a quorum is present. The director or officer against whom such charges have been presented shall be informed, in writing, of such charges at least twenty days prior to the meeting, and shall have the opportunity at such meeting to be heard in person or by counsel and to present witnesses; and the person or persons presenting such charges 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 at such meeting. A vacancy in any office thus created shall be filled by the board of directors from among their number so constituted after the vacancy in the board has been filled.
ARTICLE IX
Duties of Directors
Section 1. The board of directors, subject to restrictions of law, the articles of incorporation, and these By-laws, 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 in respect to matters as hereinafter set forth to be exercised by resolution duly adopted by the board:
A. To approve membership applications and to permit the connection of properties to the system in the future in cases involving proposed construction or may issue promissory notes prior to the commencement of the proposed construction.
B. To select and appoint all agents or employees of the corporation, remove such agents or employees of the corporation, prescribe such duties and designate such powers as may not be inconsistent with these By-laws, 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 or nonnegotiable instruments evidencing indebtedness of the corporation; to make and issue mortgages, deeds of trust, pledges of revenue, trust agreements, security agreements and financing statements and other instruments evidencing a security interest in the assets of the corporation; and, to do every act and thing necessary to effectuate the same.
D. To prescribe, adopt and amend, from time to time such equitable uniform rules and regulations as, in its discretion, may be deemed essential or convenient for the conduct of 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 once each year, an audit of the books and accounts of the corporation by a competent public auditor or accountant. The report prepared by such auditor or accountant shall be submitted to the members of the corporation at their annual meeting, together with a proposed budget for the ensuing year. Copies of such audits and budgets shall be submitted to such parties as may be required by other agreements.
F. To fix and alter the charges to be paid by each member for services rendered by the corporation to the member, including connection or reconnection fees where such are deemed to be necessary by the directors, and to fix and alter the method of billing, time of payments, manner of connection, and penalties for late or non-payments of the same. The board may establish one or more classes of users. All charges shall be uniform and non-discriminating within each class of users.
G. 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.
H. 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.
I. To levy assessments against the members of the corporation in such manner and upon such proportionate basis as the directors deem equitable, and to enforce collection of such assessments by the suspension of water service, or other legal methods. The board of directors shall have the option to suspend the service of any member who has not paid such assessment within 30 days from the date the assessment was due, provided the corporation must give the member at least 15 days' written notice at the address of the member on the books of the corporation of its intention to suspend such service if the assessment is not paid. Upon payment of such assessments, any penalties applicable thereto, and a reconnection charge if one is in effect, service will be promptly restored to such member.
ARTICLE X
Duties of Officers
Section 1. Duties of President: The President shall preside over all meetings of the corporation and the board of directors, call special meetings of the board of directors, perform all acts and duties usually performed by any executive and presiding officer, and sign such other papers of the corporation as may be authorized or directed to sign by the board of directors, provided the board of directors may authorize any person to sign any or all checks, contracts, and other instruments in writing on behalf of the corporation. The president shall perform such other duties as may be prescribed by the board of directors.
Section 2. Duties of the Vice-President: In the absence or disability of the President, the Vice-President shall perform the duties of the President; provided, however, that in case of death, resignation, or disability of the President, the board of directors may declare the office vacant and elect a successor.
Section 3. Duties of the Secretary-Treasurer: Some specific duties of the Secretary-Treasurer can be carried out by a designee if and as approved by the Board of Directors. The Secretary-Treasurer or his/her designee shall be responsible to keep a complete record of all meetings of the corporation and of the board of directors and shall have general charge and supervision of the books and records of the corporation. The Secretary-Treasurer shall attest the President's signature on any papers pertaining to the corporation unless otherwise directed by the board of directors. The Secretary-Treasurer or his/her designee shall serve, mail, or deliver all notices required by law and by these By-laws. The Secretary-Treasurer shall make a full report of all matters and business pertaining to the office to the members at the annual meeting or at such other time or times as the board of directors may require. The Secretary-Treasurer or his/her designee shall keep the corporate seal and membership records issued and affix said corporate seal to all papers requiring a seal. The Secretary-Treasurer or his/her designee shall keep a proper membership record, showing the name of each member of the corporation and date of issuance, surrender, transfer, termination, cancellation, or forfeiture. The Secretary-Treasurer shall make all reports required by law and shall perform such other duties as may be required by the corporation or the board of directors. Upon the election of a successor, the Secretary-Treasurer or his/her designee shall turn over to the successor all books and other property belonging to the corporation that the Secretary-Treasurer may possess. The Secretary-Treasurer or his/her designee as approved by the Board shall also perform such duties with respect to the finances of the corporation as may be prescribed by the board of directors.
ARTICLE XI
Benefits and Duties of Members
Section 1. The corporation will install, maintain and operate a main distribution pipeline or lines from the source of the water supply and service lines from the main distribution pipeline or lines to the meter pit of each member of the corporation, at which points, designated as delivery points, meters to be purchased, installed, owned, and maintained by the corporation may be placed. The cost of the service line or lines from the main distribution pipeline or lines of the corporation to the meter pit of each member shall be paid by the corporation. The corporation also may purchase and install a cutoff valve in each service line from its main distribution line or lines, such cutoff valve to be owned and maintained by the corporation and to be installed on some portion of the service line owned by the corporation. The corporation shall have the sole and exclusive right to use of such cutoff valve. However, the provisions of this section shall not be construed to require the acquisition or installation of meters or cutoff valves where the directors determine under the circumstances of the system and the nature of the membership that the use of either or both devices is impractical, unnecessary to protect the system and the rights of the membership, and/or economically not feasible.
Section 2. Each member will be required, at the members expense, to have dug a ditch for the connection of the service line or lines from the meter pit of the member to member's dwelling or other portion of the member's premises. The member will maintain such portion of such service line or lines, which shall be owned by the member, at the member's own expense. The corporation may, if the board of directors so determines, purchase the pipe for and install such portion of such service line or lines, the cost of which will, however, be paid by the individual members. In addition, each member shall pay such connection charge, if any, as may have been imposed by the board of directors before such member will be entitled to receive water from the system.
Section 3. Each member may be permitted to have additional service lines from the corporation's water system in the discretion of the board of directors upon proper application therefore and the tender or payments not to exceed the then existing connection charge. The approval by the board of directors of additional service lines to an existing member may be made conditional upon such provisions as the board of directors determines necessary to protect the interests of other members and to allow for the orderly expansion and extension of the system. Each service line shall connect with the corporation's water system at the nearest available place to the place of desired use by the member if the corporation's water system has sufficient capacity to permit the delivery of water through a service line at that point without interfering with the delivery of water through a prior service line. If the corporation's water system is inadequate to permit the delivery of water through service line installed at such place without interfering with the delivery of water through a prior service line, then such service line shall be installed at such place designated by the corporation.
Section 4. Each member may be permitted to purchase from the corporation, pursuant to such agreement as may from time to time be provided and required by the corporation, such water as is needed for domestic, commercial, agricultural, industrial or other purposes as a member may desire, subject, however, to the provisions of these By-laws and to such rules and regulations as may be prescribed by the board of directors. Each member shall be entitled to have delivered, through the member's service line, only such water as may be necessary to supply the needs of each member, including the member's family, business, agricultural or industrial requirements. The water delivered through each service line may be metered separately, irrespective of the number of service lines owned by a member.
Section 5. In the event the total water supply shall be insufficient to meet all of the needs of the members or in the event there is a shortage of water, the corporation may prorate the water available among the various members on such basis as is deemed equitable by the board of directors, and may also prescribe a schedule of hours covering use of water for commercial, agricultural or industrial purposes by particular members and require adherence thereto or prohibit the use of water for commercial, agricultural or industrial purposes; provided, that if at any time the total water supply shall be insufficient to meet all of the needs of all of the members for domestic, livestock, commercial, agricultural, or industrial purposes, the corporation must first satisfy all of the reasonable needs of the members for domestic purposes before supplying any water for commercial or industrial purpose; and, provided further, that where a member has more that one service line, the corporation may cut off the flow of water to the non-domestic service lines until such time as the supply of water from the system is sufficient to meet the needs of all of the members for domestic and livestock purposes. During such periods of shutoff of additional service lines there shall be no minimum fee charged to the members having such additional service lines and the cost, if any, of resuming the flow of water to such additional service lines shall be borne by the corporation.
Section 6. The board of directors shall, with the consent of the current mortgage holder, so long as one shall either hold any obligations or insure any financing of the system, prior to the beginning of each fiscal year, determine the minimum monthly rate to be charged each member during the following calendar year for a specified quantity of water, such minimum monthly rate to be payable irrespective of whether any water is used by a member during any month, the amount of additional charges, if any, for additional water which may be supplied the members, and the amount of penalty for late payments, and shall fix the date for the payment of such charges. A member to be entitled to the delivery of water shall pay such charges at the office designated by the corporation at or prior to the dates fixed by the board of directors. The failure to pay water charges duly imposed shall result in the automatic imposition of the following penalties.
Section 7. The board of directors shall be authorized to require each member to enter into water users agreements which shall embody the principles set forth in the foregoing provisions of these By-laws.
A. Nonpayment within ten days from the due date will be subject to a penalty of ten (10) percent of the delinquent account, which percent may be changed at the discretion of the board of directors.
B. Nonpayment within thirty days from the due date will result in the water being shut off from the member's property, provided the corporation has given at least fifteen days written notice at the address of the member on the books of the corporation of its intent to suspend such service if the assessment is not paid. Upon the payment by the delinquent member of past due water charges, penalties thereon and any reconnection charge, such member shall be entitled to resumption of the water supply. During the time of such suspension of water to a member, such member shall have no right to vote in the affairs of the corporation.
C. Billing shall be based on monthly meter readings. In any situations, weather, hardware failure, or other unforeseen difficulties which may delay meter reading, the corporation may bill on an average for that member, or on the previous months reading. Adjustments to the billing will be made when meter reading is reestablished.
ARTICLE XII
Distributions of Surplus Funds
Section 1. It is not anticipated that there will be any surplus funds or net income to the corporation at the end of the fiscal year after provisions are made for the payment of the expenses of operation and maintenance and the funding of the various reserves for depreciation, debt retirement, and other purposes, including those required by the terms of any borrowing transaction. The occurrence in subsequent years of surplus funds or net income above the requirements of the corporation as above mentioned, including, if any, a reserve for improvements and extension of the facilities shall be taken into consideration by the board of directors in determining the water rates to be charged the members.
Section 2.The organization will provide services substantially at cost. Dividends shall not be paid on the basis of membership or shares of stock in the organization. All funds from whatever sources remaining at the end of the year in excess of those needed to meet current losses and expenses will be distributed to members in proportion to the amount of business done by them during the year subject to concurrence of the current mortgage holder or will be retained for such purposes as retiring indebtedness incurred in acquiring assets, expanding the organization's services, maintaining reserves for necessary purposes or reducing subsequent year's water rates. However, the organization will maintain records from which each member's rights and interest in the retained funds and assets acquired with such funds in proportion the member's business with the organization can be determined at any time. Required records for this purpose include financial records that show the organization's revenue from all sources for each year and records, such as bills or receipts, showing the amount of each member's business annually with the corporation.
Section 3. Upon dissolution, after paying off all debts and obligations, members and former members shall be entitled to receive their equitable share of all the proceeds remaining to the extent practicable as reflected by the records.
ARTICLE XIII
Notice of Meetings of Directors
The President shall give personal or written notice to each advising the date, time, place, and purpose of each regular or special meeting of the board of directors; however, a director waives notice if he signs a Waiver of Notice before, during or after the meeting.
ARTICLE XIV
Indemnification
The corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by, and in accordance with, Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland as now in effect or subsequently amended.
ARTICLE XV
Amendments
These By-laws may be repealed or amended by a vote of the majority of the members present at any regular meeting of the corporation, or at any special meeting of the corporation called for that purpose, except that so long as any indebtedness is held by or guaranteed by an outside mortgage holder, the members shall not have the power to change the purposes of the corporation so as to decrease its rights and powers under the law of the State, or to waive any requirement of bond or other provision for the safety and security of the property and funds of the corporation or its members, or so to amend the By-laws as to effect a fundamental change in the policies of the corporation without the prior approval of the mortgage holder in writing.
We certify that the foregoing By-laws were duly adopted by the members on September 12, 2021, that the same are in full force and effect and have not been amended.
Given under our hands and seal of the corporation on this September 12, 2021.
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BY-LAWS
OF
BEACHES WATER COMPANY, INC
(Current As of September 12, 2021)
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