Amended By-Laws of the Cuatro Villas MDWUA
The original Bylaws were executed at La Puebla, New Mexico, on the 10th day of April 2002.
A Non-Profit Association Formed Under the Sanitary Projects Act ("SPA"), NMSA 1978 §3-29-1 through §3-29-20 NMSA.
Resolution
WHEREAS, the Members of the Cuatro Villas Mutual Domestic
Water Users Association (MDWUA) hereafter referred to as the Association,
desire to amend the bylaws previously adopted by the membership.
As
stated in the SPA, Articles of Incorporation and Bylaws and all amendments
thereof must be approved by a majority vote of a quorum of the membership
and must be filed with the New Mexico Public Regulation Commission (PRC).
If any provisions of the Bylaws and/or Articles of
Incorporation contradict one another, the latest document amended, as
approved by the membership, will prevail. The membership must take the
necessary steps to amend the document needing amendment.
NOW, THEREFORE be it resolved that these Revised Bylaws were adopted by the membership of the Association on 3/20/2010, and they hereby are amended to read as follows:
TABLE OF CONTENTS
Article I Name, Objects, Purposes, Principal Place
of Business
Article II Seal
Article III Fiscal Year
Article IV Membership
Article V Meetings of Members
Article VI Directors of the Association
Article VII Duties of Board Members and Officers
Article VIII Water
Charges, Assessments, and Distribution of Services
Article IX Other
Article X Amendments to the Bylaws
Name, Objectives, Purposes, Principal Place of Business
The corporate name is Cuatro Villas Mutual Domestic Water
Users Association (herein after “Association”), the objectives and purposes
of this Association shall be as stated and provided in the Certificate of
Association. The Association may have offices within the County, as the
Board of Directors may designate or as the business of the Association may
require from time to time.
Seal
The Seal of this Association shall have inscribed
thereon the name of the Association, the year of its organization, and the
words: “Non-Profit Corporation.” The secretary of the Association shall have
custody of the seal.
Fiscal Year
The fiscal
year of the Association shall begin on the first day of July and end on the
last day of June of the following year.
Membership
Section 1. Membership Qualification and Type
A. Property owners within
the geographical area served by the Association and reasonably accessible to
the Association’s water distribution system may become a Member of the
Association by providing proof of property ownership by appropriate
instrument including a legal description of such filed in the County Clerk’s
office, a copy of which shall be included with the Membership Agreement;
Water Users Service Agreement with the Association, which is a written
agreement for each water and/or wastewater service (service) connection that
includes an agreement to purchase domestic water from an authorized tap and
pay for it through monthly charges; payment of membership fee; and payment
of other fees and/or obligations, such as water rights, as stated in the
Rules and Regulations set by the Board of Directors.
B. The Association
shall have Residential, Commercial/Institutions, Non-Profit and Secondary
membership.
1. Residential membership entitles the Member to service to a
specific residence. The membership shall be issued to:
a. Individual
persons;
b. Married persons who shall own the single membership jointly
as community property associated with ownership of the property within the
franchise limits of the Community;
c. Co-Tenants, Joint property owners,
or other properties where there is more than one property owner such as
Estates.
2. Commercial/Institutions membership entitles the Member to
service to one commercial establishment. Multi-unit commercial
establishments where each establishment is metered and may require a
Secondary membership for each commercial store front. The membership shall
be issued to:
a. Businesses, partnerships, corporations, or any other
form of business organization such as water haulers;
b. private schools;
c. multiple unit rental property.
3. Non-Profit membership entitles the
Member to service within their areas. Non-Profit memberships are designed
for non-profit associations composed of water users and landowners and shall
be issued to:
a. homeowner associations;
b. governmental entities,
such as fire stations, public schools;
c. cooperative associations;
d.
non-profit corporations.
4. Secondary membership entitles the Member to
service to an additional single family dwelling or commercial store front on
the property to which the Member holds a residential or commercial
membership. Secondary memberships are designed to act as memberships for
additional habitable dwellings, structures, or units, attached or detached,
which are in addition to a primary home or business on the same property.
Secondary memberships do not have voting privileges.
C. To preserve the
one vote per membership, in the case of a Residential membership where there
is more than one individual property owner, or Commercial/Institution or
Non-Profit membership, each shall designate in writing a single individual
to act as their official representative, who shall be entitled to one (1)
vote for the membership. Such designation may include alternative designated
Members who may replace the initial designated Member. All actions taken by
the designated Member or the replacement shall be binding on all other
property owners.
D. Conversion from one type of membership to another
shall be governed by the Rules and Regulations of the Association. All
applications for membership and/or transfer of membership shall be approved
by the Board of Directors. Connection to the system shall only be approved
and completed after the applicant has paid or agreed to pay all associated
membership and connection/hook up fees and has complied with other
requirements as stated in this Bylaws and Rules and Regulations of the
Association.
E. Membership shall not be denied because of the applicant’s
race, color, creed, national origin or sex. Provided, however, that
membership may be denied if the physical infrastructure or legal capacity of
the Association is inadequate to supply the needs of its existing Members
and/or if it shall cause a financial hardship to its existing Members and/or
is prohibited by funding agencies.
F. In the event of a shortage of
water, the Association shall take appropriate measures to provide water to
meet the needs of existing Association Members before consideration of new
membership applications.
G. If a Member refuses to obtain an additional
membership so that each residence, unit, establishment on the Members
property is separately metered as determined by the Board or it is
discovered that a declaration statement has been falsified, the Association
may terminate water service and the primary membership with written notice.
Section 2. Additional Service Connections, Construction criteria, New
Membership Application, Service to Non Members, Eminent Domain
A. All
approved Members shall be eligible to purchase additional memberships upon
application to the Association. However, each Member shall be limited to one
vote in all matters before the membership requiring membership approval. A
written Water User Service Agreement, in a form approved by the Board of
Directors, shall be executed by the Member for each additional membership
requested and by the Board of Directors. A Water User Service Agreement
shall not be approved until the Board has determined that capacity exists to
add such connection and payment of, or payment arrangements for, all
required fees and connection costs have been made and water rights
requirements have been met.
B. All service connections into the
Association shall meet the Association construction criteria. All service
connections requiring distribution line extension shall be paid for by the
applicant, unless public funding has been approved including such connection
within the stated scope of such project.
C. New application for
Membership shall be considered, provided that the Association has adequate
infrastructure capacity, meets the needs of its current Members, has
considered the revenue requirements of all Members, has considered that new
service connections shall not cause undue hardship to the Association, new
applicants bring or pay for water rights and all expenses associated with
the new connections, and the applicant complies with the Certificate of
Association, Bylaws, and Rules and Regulations.
D. Members may be
prohibited from permitting non-members to draw water from the Association
water lines for use away from the property, to fill containers for
non-member domestic use, or to fill animal stock tanks for commercial use.
Domestic usage shall have priority over other uses.
E. The Association acting through its Board of Directors may exercise the right of eminent domain to take and acquire the necessary property or rights of way for the construction, maintenance and operation of water lines and related facilities. The Association shall exercise this right in the manner provider by the Eminent Domain Code.
Section 3. Rights, Privileges and Obligations
of Members
The rights, privileges and obligations of all Members of this
Association shall be equal. Members shall not have any individual legal
interest or ownership in the assets of the Association, which may include
land, water supplies, wells, diversion structures, well house, pumping
equipment, water storage tanks, system meters, and all water system
distribution lines up to and including the metered box and contents near the
Member’s property line. The Member shall be responsible for maintaining all
water lines within the Member’s property from the point of meter on the
Association lines to his home and plumbing fixtures on the Member’s
property. The Member shall promptly repair all water leaks or damaged pipes
in accordance with the Rules and Regulations of the Association.
Section
4. Voting
A. Each Member shall be entitled to one vote on each matter
submitted to vote at a meeting of the Members, irregardless of how many
connections and/or memberships they own. No Member shall be permitted to
vote in any election unless the Membership has been approved by the
Association Board of Directors for at least thirty (30) days prior to any
election.
B. Voting by mail or proxy shall not be permitted.
C. All
elections and voting shall be conducted as stipulated in the membership
meeting called for that purpose.
Section 5. Form of Membership
Certificate
The Board of Directors shall determine the form of membership
certificate that must include a legal description of the property to which
the membership is attached. The certificate shall clearly state the form of
membership. The Association may issue a new Membership Certificate in the
place of any certificate previously issued if the Member named in the
certificate (a) makes proof in affidavit form that it has been lost,
destroyed or stolen; and (b) satisfies any other requirements imposed by the
Association. A copy of the Membership Certificate issued to each Member must
be retained in the Association Membership Record. The President shall sign
the certificate and the Secretary shall attest and impress the seal of the
Association.
Section 6. Membership Book/Record
As a part of the
records of the Association, there shall be kept an official Membership
Book/Record which shall contain a list of the certificates of membership
which have been issued, noting the number of the certificate/account, the
date when the Board acted on it, and the name(s), physical address of the
Member(s), legal description (unless an Association membership), and mailing
address of the Member(s), if different, to whom issued or transferred.
Section 7. Transfer & Purchase of Membership
Membership may be
transferred with the land to a new property owner; provided that any
required transfer fee has been paid to the Association and that the
transferee shall be eligible for membership and shall be approved by the
Board of Directors. Any indebtedness to the Association shall be paid in
full before the transfer is processed and noted on the books of the
Association. A transfer of membership or alternate designation of Member for
a property with more than one owner shall only be approved upon receipt of a
written request and/or a demonstration of property conveyance by appropriate
instrument filed in the County Clerk’s office. Upon approval of such
transfer, a new Membership Certificate shall be issued and the prior
Membership Certificate shall be terminated and void for all future uses and
purposes of the Association
Section 8. Membership Status and Good
Standing
Members of the Association have the obligation to keep the
membership in good standing so that the Association operates in the best
manner to provide safe drinking water to all users. Board members or persons
wishing to serve on the Board must be in good standing and not have any
amount in arrears.
Section 9. Terminating the Supply of Water Service
The Board of Directors shall have the authority to terminate the delivery of
water service to a member that fails to pay water fees and/or other causes
as stated in the Rules and Regulations of the Association. The Board shall
act after a written notice of delinquency has been sent to the delinquent
Member by mail and/or by posting on premises of the service meter or
location.
Section 10. Terminating Membership
A. In addition to
terminating the water service, the Board of Directors shall have the
authority to terminate the Membership of any Member in the event of
non-payment of any water charges or assessments owing by such Member or for
violating the Association’s Bylaws or Rules and Regulations. The Board must
collect any amount due to the Association from a terminated membership in
accordance with the Sanitary Projects Act (“SPA” – NMSA 1978 §3-29-1 to
3-29-20), the Association through its Board of directors may place a lien on
the property.
B. Any property owner whose membership has been terminated
may be eligible to apply for a new membership upon payment of all previously
owed monies and compliance with the membership application process set in
these Bylaws and Rules and Regulations of the Association.
C. The Board
shall not terminate any membership until after a written notice of the
delinquency or violation has been sent to the Member by mail and/or by
posting on premises of the service location and the Member has been offered
a hearing before the Board. The Member shall have the opportunity to correct
the violation or pay the account in full and if the Member shall refuse or
fail to comply, than the Board of Directors shall terminate the membership.
D. Any Member may voluntarily relinquish their membership upon compliance
with the Rules and Regulations prescribed by the Board of Directors for such
an action. The Association shall issue a written notification of the
termination or voluntary relinquishment of any membership. Termination of
membership in any manner shall not release the Member or the Member’s estate
or successors from any debts due to the Association, which must be paid in
full.
Meetings of Members
Section 1. Purpose of Annual
Membership Meeting
The purpose of the annual meeting is to elect
Directors, if applicable, provide reports to the Members regarding revenue,
expenditures and overall financial condition, changes to and the condition
of the water system, review the Consumer Confidence Report, and to transact
such other matters as may properly come before the Members. Failure to hold
the annual meeting at the designated time shall not work as forfeiture or
dissolution of the Association.
Section 2. Date and Time of Annual
Membership Meeting
The meeting of the Members of this Association shall
be held at the times and places designated by the Board of Directors, but at
least annually in or near the community, during the month of March at about
a time specified in the notice. In the event that such meeting cannot be
held within this timeframe, the meeting shall be rescheduled and held within
thirty (30) days of the period specified above.
Section 3. Calling for a
Special Meetings
Special meetings of the Members of the Association may
be called at any time by the President, or upon a resolution of the Board of
Directors, or upon a written petition to the President of the Board signed
by ten(10%) percent of the Members. The purpose of every special meeting
shall be stated in the notice thereof, and no business shall be transacted,
except such as is specified in the notice.
Section 4. Notice of Meetings
Notice of all meetings shall follow the Open Meeting Act (“OMA” – NMSA 1978
§10-15-1 to 10-15-4). Unless otherwise specified in the OMA resolution
adopted annually by the Board, notice will be given as follows, at least ten
(10) days prior to the annual meeting; three (3) days prior to a special
meeting; one (1) day if possible prior to an emergency meeting. Such a
notice will state the nature, time, place, and purpose of the meeting and be
mailed by first-class mail to each Member of record, directed to the address
as shown upon the books of the Association. The failure of any Member to
receive notice of an annual or special meeting of the Members shall not
invalidate any action that may be taken by the Members at such meeting.
Section 5. Quorum
Ten (10%) percent of the total Members present in
person shall constitute a quorum at any meeting of the membership for the
transaction of business. If a quorum is present, unless otherwise provided
by law, the affirmative vote of a majority of the Members at the meeting
entitled to vote on the subject matter shall be the act of the Members.
After a quorum has been established at a Member’s meeting, the subsequent
withdrawal of Members, so as to reduce the number of Members entitled to
vote at the meeting below the number required for a quorum, shall not affect
the validity of any action taken at the meeting or any adjournment thereof.
If less than a quorum is present at any meeting, those present may adjourn
the meeting. Provided that the proper notice is given all Members of the
Association, another meeting shall be held within Sixty (60) days. At the
rescheduled meeting, the Members present shall constitute a quorum for the
transaction of business and the notice of the meeting shall so state.
Section 6. Meeting Agenda
The order of business at the meeting of the
membership, and as far as possible, at other meetings shall be:
1.
Calling to order and proof of the quorum
2. Proof of notice of meeting
3. Approval of Agenda
4. Reading and/or approval of any minutes
5.
Report and Approval of officers and committees
a. President’s report
b. Secretary’s report
c. Treasurer’s report including financial statement
report
d. Other reports, such as Consumer Confidence Report
6.
Election of directors
7. Unfinished business
8. New business
9.
Other, such a questions or issues from the floor (Discussion only to comply
with the Open Meeting Act)
10. Adjournment
Section 7. Matters for the
Membership
The following actions shall require the affirmative vote or
concurrence of the Members of the Association:
A. Adopting an amendment
or amendments to the Certificate of Association and/or Bylaws;
B.
Authorizing the sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the Association, not in the
usual and regular course of business;
C. Approving a plan of merger,
consolidation, or exchange that is required to be approved by the Members;
D. Adopting a resolution submitted by the Board of Directors to dissolve the
Association;
E. Adopting a resolution submitted by the Board of Directors
to revoke voluntary dissolution proceedings.
ARTICLE VI
Directors of
the Association
Section 1. Function of the Board of Directors
A Board
of six (6) directors shall manage the business and affairs of this
Association. The powers and responsibilities of such Board shall not include
those conferred or reserved to the Members by law, the Certificate of
Association, or these Bylaws. The Board has the following responsibilities:
A. Selection of, and delegation of authority to officers necessary for the
management of the Association’s business,
B. Establishing policies for
guidance of the management of the Association;
C. Control of expenditures
by authorizing budgets;
D. Keeping Members fully informed of business of
the Association;
E. Causing of audits to be made from time to time as is
necessary or required by Federal and State Laws;
F. Studying the
requirements of Members and promoting good membership relations;
G.
Prescribing the form of membership certificates, service agreements, and
other forms;
H. Establishing water charges/rates through asset management
principals; penalties, fees and the levying of assessments and the
enforcement and collection thereof; and limitations on water use or
consumption in accordance with the provisions of these Bylaws, equitable
uniform Rules and Regulations, and the Laws of the State of New Mexico.
I. Make and adopt such Rules and Regulations, not inconsistent with law, the
Certificate of Association or these Bylaws, as it may deem advisable for the
management, administration, and regulation of the business and affairs of
the Association.
Section 2. Election and Term of Board Members
A. The
business and affairs of this Association shall be conducted and managed by a
Board of Directors. The Board of Directors, consisting of one (1) director
to represent La Puebla, one (1) director to represent El Valle de Arroyo
Seco, one (1) director to represent Cuarteles, one (1) director to represent
Sombrillo, one (1) “at large” director, shall be elected by the membership
and one (1) Treasurer director shall be appointed by the Board. The “at
large” director shall be elected on a rotating basis from each of the four
communities that comprise the Association and in the following order: La
Puebla, El Valle de Arroyo Seco, Cuarteles, and Sombrillo.
At each annual
meeting the Members of the Association shall elect for a term of two (2)
years the number of directors whose term of office have expired, so that two
(2) directors will be elected in one (1) year and the next year, three (3)
directors shall be elected. The Treasure will be appointed for a term of two
(2) years and the Board shall appoint this director, if the term has
expired, at the next regular scheduled meeting after the annual meeting.
B. Members Qualified to be Directors – All Members shall be eligible and
encouraged to become a director or to hold any position of trust in the
Association. Board members are required to be in good standing with no
payments due to the Association.
D. Conflict of Interest to serve on the
Board – Immediate family living in the same household may not serve on the
Board at the same time. Immediate family is defined as a spouse/domestic
partner, parent, legal guardian, child or sibling, mother or father-in-law,
spouse’s child or sibling, son or daughter-in-law, grandparents, and
grandchild.
E. Board Training Requirements – Board members are required
to attend training as stipulated in state rules promulgated under the SPA.
The purpose of the training is to help clarify, understand, and/or expand
knowledge of their duties and responsibilities as Board members. Travel and
related expenses will be reimbursed by the Association.
Section 3.
Election and/or Meeting of the Officers
The newly elected Board of
Directors shall meet within thirty days after the holding of the election,
at which time their term takes effect. The Board shall elect among
themselves a President, Vice-President, and Secretary, from among
themselves, each of whom shall hold office through the next annual
membership meeting and until the election and qualification of his or her
successor unless removed by death, resignation, or for cause.
Section 4.
Compensation of Directors
The members of the Board of Directors shall
receive no compensation for their services as Directors. The Association may
compensate Members of the community or the Board of directors or outside
contractors for services the Association needs to have carried out. The
Association will pay/reimburse expenditures for training and related efforts
that would enable a Board member to perform more effectively on behalf of
the Association.
Section 5. Meetings of the Board of Directors
The
Board shall hold meetings at such regular intervals as stated in the
Association’s Rules and Regulations and/or Open Meetings Act Resolution, but
no less than once every month. A majority of the Board at any meeting shall
constitute a quorum for the conduct of business thereat. If at any time
during the meeting the quorum is lost, the Board may continue the meeting,
follow the approved agenda, but may not take action on any agenda item. All
meetings of the Board are open to the membership/public as required by the
Open Meetings Act.
Special or emergency meetings of the Board of
Directors may be called by the President or by any two (2) Directors, who
shall fix the time and place for the holding of the meeting. The Open
Meetings Act resolution shall govern the required timing, content, and
location of the requisite notice.
Section 6. Powers of the Board
The
Board of Directors shall have the general power to act for the Association
in any manner not prohibited by Statute or the Certificate of Association.
The Board of Directors shall pursue sustainable management and financial
methods, including asset management, accounting, audits, and/or conservation
practices. Additionally, the Board of Directors must comply with Federal and
State laws that govern the delivery of drinking water and management of the
drinking water system.
Section 7. Board Conflict of Interest and
Disclosure
Directors and officers are obliged to disclose any actual,
potential, or perceived conflicts of interest and abstain from both
discussion and voting on any issues that come before the Board where
conflicts of interest may arise.
Section 8. Vacancies
If the office of
any member of the Board of Directors becomes vacant by reason of death,
resignation, retirement, disqualification or otherwise, except by removal
from office by the membership or expiration of term. A majority of the
remaining Directors, though less than a quorum shall by a majority vote,
choose a successor who shall hold office until the next annual meeting of
the Members of the Association, at which time the Members shall elect a
Director for the unexpired term or terms, providing that in the call of such
regular meeting a notice of such election shall be given. If such a vacancy
occurs within three months of the annual meeting, the Board may elect to
leave the vacancy unfilled until then.
Section 9. Removal of Member of
the Board of Directors
A. Any Director or officer of the Board may be
removed from office for cause shown by a vote of not less than 2/3 of the
Members of the Association present at any annual meeting, or at any special
meeting called for that purpose. The Director or officer shall be informed
in writing of the charges against him/her at least ten (10) days before such
meeting. The Director/officer shall have the opportunity to appear in person
or by counsel, and present witnesses in his/her behalf. Vacancies caused by
such removal shall be filled by the vote provided in these Bylaws for
election of Directors at the meeting where the removal occurs. Contractors
and agents, other than Directors and Officers, may be removed from office or
service at any time by action of the Board of Directors.
B. Self Removal
of Members of the Board of Directors – Any member of the Board of Directors
who fails to attend three (3) regularly scheduled meetings of the Board of
Directors in a one year period may be deemed to have resigned from the Board
unless a majority of the remaining Board members vote to retain them.
Section 10. Indemnification of Directors and Officers
The Association
shall indemnify any Director or Officer or former Director or Officer of the
Association against reasonable expenses, costs and attorney’s fees actually
and reasonable incurred by them in connection with the defense of any
action, suit or proceeding, civil or criminal, in which they are made a part
by reason of being or having been a Director or Officer. The Director or
Officer shall not be indemnified if they shall be adjudged to be liable on
the basis that they breached or failed to perform duties of their office and
the breach or failure to perform constitutes willful misconduct or
recklessness.
ARTICLE VII
Duties of Board Members and Officers
Section 1. Duties of the President
The President shall preside over all
meetings of the Association and the Board of Directors, shall call special
meetings of the Board of Directors and perform all acts and duties usually
performed by an executive and presiding officer. He or She shall
execute/sign all membership certificates, notes, bonds, mortgages,
contracts, and other instruments on behalf of the Association. He or she
shall be an ex-officio member of all standing committees and shall have such
powers and shall perform such other duties as may be properly required of
him or her by the Board of Directors. Make a full report of all matters and
business pertaining to his or her office to the Members at the annual
meeting, or at such other time or times as the Board of Directors may
require.
Section 2. Duties of the Vice-President
In the absence of or
disability of the President, or in the event of his or her death,
resignation or removal from office, the Vice-President shall perform and
discharge the duties and exercise the powers of the President. However, in
the case of death, resignation or disability of the President the Board of
Directors may declare the office vacant and elect from among them a new
President to fill the unexpected portion of the President’s term.
Section
3. Duties of the Secretary
The Secretary, unless otherwise directed by
the Board of Directors, shall:
A. Keep a complete record of all meetings
of the Association and of the Board of Directors in compliance with the Open
Meeting Act;
B. Attest the President’s signature on all membership
certificates and other papers pertaining to the Association;
C. Keep the
corporate seal, complete and attest all certificates issued and affix said
Association seal to all papers requiring seal;
D. Keep a proper
Membership Certificate record, showing the name of each Member of the
Association and date of issuance, surrender, transfer, termination,
cancellation or forfeiture;
E. Prepare, serve, mail, or deliver all
notices required by law and by these Bylaws;
F. Make a full report of all
matters and business pertaining to his or her office to the Members at the
annual meeting, or at such other time or times as the Board of Directors may
require.
Upon the election of his or her successor, the Secretary shall
turn over to the successor the Association seal and all books and other
property belonging to the Association that he or she may have in his or her
possession.
Section 4. Duties of the Treasurer
The Treasurer shall be
covered in the performance of his or her duties by a surety bond in an
amount to be determined by the Board of Directors. The premium for such bond
shall be paid by the Association. Unless otherwise directed by the Board of
Directors, the Treasurer shall:
A. Have general charge and supervision of
the financial books and records of the Association;
B. Shall maintain a
record of the indebtedness of the Association and to the Association;
C.
Shall maintain a record of the payments made and the current condition of
all accounts;
D. Make a full report of all matters and business
pertaining to his or her office to the Members at the annual meeting, or at
such other time or times as the Board of Directors may require;
E.
Oversee that all assessments and monies due the Association are deposited in
the depository designated by the Board of Directors; and,
F. Shall
oversee disbursements, keep the Association current of all compliance
reports and accounts payable, and shall make a report on the business
transacted by him or her on a monthly basis or as requested.
G. In the
event of an absent Board member at any scheduled meeting, the Treasurer will
have a voting right to complete a vote of five (5) Directors.
Upon the
election of his or her successor, the Treasurer shall turn over to the
successor all books, records, accounts, and other property belonging to the
Association that he or she may have in his or her possession.
Section 5.
Duties of Members at Large
Board members shall respond to assignments
delegated by the President of the Board of Directors. The Member at large
may be requested to substitute at a meeting of the Board of Directors in any
of the regular offices of the Association and/or to assume co-chairmanship
of any committee the Board or the membership may see fit to establish. Upon
electing a successor they shall relinquish any and all property of the
Association. However, they retain any and all co-chairmanships of committees
which may have been assigned and which have not been terminated by
completion of their work or by other action of the Board.
Section 6.
Guardian and Custodian of the Records
The records of the Association are
maintained according to the requirements of law and the Rules and
Regulations of the Association and made available upon receipt of a written
request in compliance with the Inspection of Public Records Act (NMSA 1978
§14-2-1 to 14-2-12) and other applicable State Laws. A written request shall
provide the name, address and telephone number of the person seeking access
to the records and shall identify the records sought with reasonable
particularity. The Association reserves the right to charge for copying the
documents requested. The Inspection of Public Records Act requires the
Association to post or give notice of Right to Inspect Public Records.
Section 7. Other Contractors/Employees or Agents
The Board of Directors
may hire a manager, certified operator, meter reader, bookkeeper, and other
agents or contractors/employees, which may be necessary to superintend the
Association and its construction, maintenance and repair. Such agents or
contractors/employees may be authorized by the Board of Directors under its
direction and pursuant to its Rules and Regulations to provide for the
delivery of water service to the Members of the Association. The Board of
Directors shall establish policies and procedures and stipulate those
Directors, agents or contractors/employees requiring a surety bond in the
performance of their duties. Such agents or contractors/employees shall be
paid a compensation for the performance of their duties in an amount
determined by the Board of Directors and paid by the users of the
Association. Contractors/employees and agents may be removed from office or
employment at any time by action of the Board of Directors.
Section 8.
Paid Training by the Association
If the Association agrees to pay for
training for a member of the Board, other than that required by the SPA,
and/or the community, such training must be necessary for the operation of
the water Association. The person receiving the benefit must agree to
perform the duties for which they were trained for during a period specified
in a written agreement between the Association and the person receiving the
training. If they resign or are relieved for cause, that person must
reimburse the Association for all training related costs.
Section 9.
Performance Bond
Officers, Directors, agents and contractors/employees of
the Association who have the authority to sign financial documents and
control funds of the Association shall be covered in the performance of
their duties by a surety bond, in an amount to be determined by the Board of
Directors. The Association shall pay the premium(s) for these bonds.
Section 10. Property of the Association
Any property and/or records that
belong to the Association, which is in possession of Board members,
Directors, contractors/employees, or agents of the Association, must be
returned to the Association within fifteen (15) days of resignation,
termination, dismissal, or end of term.
Section 11. Water in exchange for
Service
No services, contract, employment, or easements for the
Association may be compensated by reduced water rates, free water, free or
reduced hook ups, etc. Compensation must be in U.S. currency and recorded in
the books of the Association.
ARTICLE VIII
Water Charges, Assessments,
and Distribution of Services
Section 1. Providing Water Services
Water
service shall not be delivered by the systems of the Association, except to
users who are Members of the Association as set out in the Association’s
Rules and Regulations. Exclusions may be made when water is sold at
temporary hydrants to contractors, county road dept., etc. All Membership
Certificates shall pay a minimum monthly service fee regardless of whether
or not they use the service. In compliance with Federal and/or State laws,
all service connections shall be metered and a certified operator shall make
all connections. A representative of the Association shall have the right at
all reasonable hours and after prior notification to enter upon Member’s
premises for the purpose of inspection and enforcement of state and federal
laws including meter reading, inspection related to unauthorized
connections, cross connection, leak detection, line integrity.
Section 2.
Establishing Rates and Budget
The Board of Directors shall establish a
rate schedule to be charged the Members for services provided by the
Association. The established rate schedule shall apply to each Membership
Certificate by an approved rate schedule in effect. The Board of Directors
shall review the established rate schedule of charges at least annually, to
assure that sufficient income shall be generated for the upcoming year to
cover anticipated expenses. This determination shall be based on a rate
analysis and asset management plan that considers the previous year’s actual
expenses, anticipated replacement/repair needs, and the estimated budget for
the coming year. The Board shall make a presentation of the rate structure
to the membership at the annual meeting.
Section 3. Assessments
If at
any time prior to the end of any fiscal year, it appears in the judgment of
the Board of Directors that the amount derived, or which shall be derived,
from the collection of water charges during any fiscal year shall be
insufficient to pay, when due, all costs incident to the operation of the
Association’s system(s) and the payment of all debts of the Association, the
Board shall make and levy an assessment against each service connection in
the Association so that the total amount reasonably expected to be collected
from water charges fully pay, when due, all cost of operation, maintenance,
replacement and repayments on indebtedness, or other expenses of the year’s
operation.
Section 4. Establishing Reserve Funds
Although this
Association is a non-profit Association for the mutual benefit of its
Members, the Board shall establish rates at a level which provides for a
percentage of annual operating revenues to be placed in a fund (s) to be
used for the purpose of reserve funds for replacement/repair, contingency,
emergency, and sustainability of Association assets. If necessary, the Board
of Directors shall follow federal and/or state guidelines to determine the
total amount of such reserve funds and at which amount it shall be
maintained.
Section 5. Water Conservation & Usage
The Member is held
responsible to use the supplied domestic water in a prudent manner.
Unnecessary usage or wasting of water during irrigation or other outdoor
usage shall not be permitted. Members may be warned in writing of such
abuse. Second or subsequent offenses may result in a fine levied against the
Member in such an amount as may be determined by the Board of Directors.
Continuing abuses may result in termination of membership.
Section 7.
Shortages
In times of water shortage or drought as determined by the
Board of Directors, the Board shall determine how water rationing rules
shall be applied. The following sequence shall govern the delivery of water:
A. Water shall first be delivered for in-door domestic uses and volumes
delivered to each household shall be set at a maximum quantity to protect
the health and safety of the water customers according to the Rules and
Regulations of the Association;
B. If sufficient supplies exist, then
water shall next be delivered to commercial customers at quantities
sufficient to meet efficient uses, and subject to implementation of any
mandatory conservation measures set out in the Rules and Regulations of the
Association;
C. Other uses will be considered after satisfying A. and B.
above.
ARTICLE IX
Other
Section 1. Transfer of Meter
All meters
are the property of the Association and are permanently fixed at their
respective service locations. Therefore, no meter is transferable from the
property that it is intended to serve to any other location or property. In
the event of the sale, transfer, assignment, lease or conveyance of the
subject property by the owner of record, all of the rights to service from
the meter that serves the subject property shall automatically be included
in the sale, transfer, assignment, lease or conveyance of that property.
This also applies to all duly authorized service connections that have
inoperable meters or where no meters exist. In the event that a dwelling or
place of service is permanently discontinued or eliminated by the owner of
record and membership relinquished, the Association may, in its sole
discretion, elect to either remove the meter or retain the meter at its
location to provide service for possible future users.
Section 2.
Non-Liability for Debts of the Association
The private property of the
Members shall be exempt from execution or other liability for the debts of
the Association and no Member shall be individually liable or responsible
for any debts or liabilities of the Association.
ARTICLE X
Amendments
to the Bylaws
These bylaws may be repealed or amended by a majority vote
of a quorum of the Members present at any annual meeting of the Association,
or at any special meeting of the Association called for that purpose. The
Members shall not have the power to change the purposes of the Association
so as to decrease its rights and powers under the laws of the state, or to
waive any requirement of any provision for the safety and security of the
property and funds of the Association or its Members.
So long as any
indebtedness is held by or guaranteed by the USDA/Rural Development, the
Members shall not have the power to amend the bylaws as to effect a
fundamental change in the policies of the corporation without the prior
approval of the USDA/Rural Utilities Services in writing.
We the
undersigned below Secretary and President of the Cuatro Villas MDWUA, an
Association existing under the laws of the State of New Mexico, hereby
certify that the foregoing is a true and correct copy of the Bylaws,
together with all amendments thereto, as of this 20th day of March 2010,
which were duly adopted by vote of the membership on.
Secretary
President