By-LawsCorporate by-laws of Hudson Water Works, Inc
HUDSON WATER WORKS, INC.
The purpose for which this corporation is formed, and the powers which it may exercise are set forth in the Charter of this corporation.
NAME AND LOCATION
Section 1. The name of this corporation is HUDSON WATER WORKS, INC.
Section 2. The principal office of this corporation shall be located in Hudson, Pasco County, Florida, but the corporation may maintain offices and places of business at such other place within the State as the Board of Directors may determine.
Section 1. The seal of the corporation shall be inscribed thereon the name of the corporation and the year of its organization, and shall contain the words, A Corporation Not for Profit.
Section 2. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced or otherwise.
The fiscal year of the corporation shall begin the first day of November of each year.
Section 1. Only property owners of single family residences, commercial properties, and mobile home parks connected to the corporation’s utility system and services may be the corporation’s members. Renters and owners of individual units within multi-family buildings and projects shall not be members, but condominiums may appoint one officer to fulfill the duties and rights of a single member of the corporation except membership on the Board of Directors, but only with notice in writing to the corporation on a form provided by the corporation. Multiple owners of single properties (i.e. tenants in common, joint tenants, etc.) may only have one membership, and shall designate that member in writing on a form provided by the corporation for purposes of service requests and voting, although all owners may attend membership meetings. Married owners as tenants in the entirety of a single property may both deal with the corporation as to services and attend membership meetings, however, only one person may vote on behalf of that property. A qualified potential member obtains membership upon subscribing for by signing such agreements for the purchase of water as may be provided and required by the corporation and the corporation agreeing to membership; provided that no person otherwise eligible shall be permitted to subscribe for or acquire a membership of the corporation if the capacity of the corporation’s water system if exhausted by the usage of its existing members. There shall be no membership fee as such, however, existing connections left idle in excess of three (3) months shall be required to pay a fee prior to reinitiating service, such fee established by policy of the Board of Directors, and sufficient to reimburse the corporation for revenues lost during the idle period. Such fee must be paid by owner seeking commencement or resumption of service regardless of whether idle period occurs before, during or after owner seeking resumption of service took ownership of the property. Only one membership per connection, or per business entity having multiple connections, is allowed. A qualified potential member may subscribe for service through an agent qualified by the corporation in a manner established by the Board of Directors.
Section 2. Each potable water connection shall entitle the subscriber for such connection to one membership. A copy of these By-Laws and the Policies & Procedures for Utility Service shall be made available upon a potential user applying for membership. Application for membership and receipt of utility service shall be tantamount to acceptance of these By-Laws and the Rules and Regulations for Utility Service.
Section 3. At any meeting of the members of the corporation, each member shall be entitled to one vote only, regardless of the number of connections, properties or units owned or represented, and provided the member is current as to payment for all accounts. A member is “current” if they have not received a nonpayment penalty for an unpaid account that remains unpaid as of the commencement of the meeting of the members.
Section 4. In case of the death of a member, or if a member ceases to be eligible for membership, or a member willfully fails to comply with the By-laws, or Policies and Procedures of the corporation, the Board of Directors may terminate his membership by resolution of the Board. Any member whose membership is so terminated for cause, other than ceasing to be eligible, may appeal the action of the Board of Directors to the members at their regular or special meeting.
Each member agrees to sign such water user agreements as the corporation shall from time to time provide and require as a condition to continued utility service.
MEETING OF MEMBERS
Section 1. The annual meeting of the members of this corporation shall be held in Hudson, Florida or any other location so designated by the Board of Directors, on the third Friday of January of each year, if not a legal holiday, or if a legal holiday, on the next business day following. The place and time of the annual meeting may be changed 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 by the President whenever a petition requesting such meeting is signed by at least ten percent of the members and presented to the President 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 such as specified in the notice.
Section 3. Notice of any special meeting of members of the corporation may be given by a notice mailed to each member of record, directed to the address shown upon the books of the corporation, not less than ten (10) days prior to the meeting. Such a notice shall state the day and hour, place and purpose(s) of the special meeting. Notice of the annual meeting shall also be required in the same manner.
Section 4. The members present at special/annual meetings of the membership shall constitute a quorum of the corporation for the transaction of business. There shall be no voting by the proxy.
Section 5. Directors of this corporation shall be elected at the annual meeting of the members four (4) year term, with seats #3, #4 and #6 being elected for the new term in 2018, seats #1 and #2 elected for the new term in 2019, and seats #5 and #7 being elected for the new term in 2020. No cumulative voting shall be allowed. No nominations will be allowed from the floor, all nominations will be by petition in the manner provided by these By-Laws only.
Section 6. The order of business at the annual meetings and, so far as possible at all other meetings shall be:
- Proof of notice of meeting.
- Reading and action on any unapproved minutes.
- Reports of officers and committees.
- Election of directors.
- Unfinished business.
- New business.
Section 7. In order to attend the membership meetings, the person seeking to gain attendance must meet the following qualifications. Persons intentionally gaining entry without such qualifications shall be trespassing:
- Member and spouse only. Hudson Water Works employees and Board-invited speakers and professionals are the only other invitees. Members shall be required to wear a identification band.
- Member must have signed the corporation’s utility service agreement to be admitted, except that a new member may be admitted if their application has been turned in no later than the day prior to the annual meeting, was complete when turned in, and that property owner otherwise qualifies for membership as provided herein.
- The Utilities Director shall determine questions of qualifications for entry based on corporation records.
Section 8. The following procedures shall be adhered to as part of the voting procedures for members selecting the Board of Directors; however, unintentional failure to follow these procedures shall not be cause for reversal of the elections unless the deviation is so substantial that there is an unreasonable risk of election error which could change the recorded election results:
- Ballots shall be approved by the Board of Directors. Ballots shall then be printed up before the annual meeting with the names of the qualifying candidates, in alphabetic order, stating whether the candidate is an incumbent or new, with a line next to the name upon which a member may designate their selection by an “X”. There shall be no write-in candidates.
- Entry into the meeting hall is based alphabetically upon the last names of members with 2-3 tables for sign-in. Only one member is allowed to vote.
- Members will receive one (1) voting ballot, an identification card for voting on motions, and an identifying bracelet or stamp.
- The Ballot box shall remain locked, and once the voting is opened by the Board of Directors, ballots shall be inserted into the ballot box through the insertion slot by a member of the household until voting is closed. Closing of voting shall be announced no later than five (5) minutes prior to closing voting.
- When voting is closed, the ballot box insertion slot shall be sealed with tape pre-selected by the Board of Directors for that purpose.
- The ballot box shall then be carried into the counting room by the uniformed government police officer hired for the meeting (“police officer”).
- Each candidate shall select one (1) proxy of their choice from the members present at the election. All proxies shall be seated on one side of the counting table, opposite to the dry erase board used for tallying votes.
- The ballot box will be placed at one end of the “counting table” with the Hudson Water Works CPA, and the police officer at the other end of the table. The CPA shall withdraw each and every ballot and announce the results, pass to the first proxy, who will in turn pass it on to the next until it reaches the police officer. The police officer shall place the completed ballots into a “counted ballot box.” If uncontested, or once any contest of the ballot is resolved, a Hudson staff member shall then announce the vote on the ballot as the vote is recorded on a dry erase board. Once announced and recorded, no further contest of that ballot shall be allowed.
- Only reasonable contests of ballots shall be allowed. Contests of ballots shall be resolved by majority vote of the proxies, the CPA, and the police officer (if he/she is willing to vote) as to “count” the vote or to “discard” ballots that are too unclear to count. Proxies continuing to claim unreasonable ballot contests may be dismissed from the counting room by vote of the proxies, CPA, and police officer (if voting), and no other proxy shall be admitted in that proxy’s place. Once a ballot contest is resolved, contested ballots shall be marked with a “C” at the top prior to placing it into the counted ballot box. If the ballot is discarded, then a “D” shall be placed at the top of the ballot. If one vote on the same ballot is counted and another contested, then each vote shall be so designated with a “C” or “D”.
- Once the count is completed, the CPA shall tally each candidate’s votes in writing and announce the results to the proxies. The police officer shall then deliver the results to the chairman of the meeting for announcement to the members.
- In the event of a court challenge of an election or election results, the corporation shall defend the election results, and the prevailing party shall be entitled to attorney fees and costs, including appeals. No lawsuits may be filed in federal court, and there shall be no jury trials.
DIRECTORS AND OFFICERS
Section 1. The Board of Directors of this corporation shall consist of seven (7) members of the corporation. The Board of Directors’ seats shall be assigned as numbered seats consistent with the seating arrangement at the Board conference table. Persons up for re-election shall be designated by seat number, and posted in a location visible to visiting members on a Board-approved schedule at the Hudson Water Works office. Except when Directors are recalled by the members pursuant to this Article, Directors shall be nominated by petition in the form provided in Attachment “A” hereto. Qualifications for directors shall be:
- Must own primary residence on the water system and be the member-owner of that residence, and must have residing at the primary residence for a period of not less than two (2) years as of the date of the election.
- Must be year-round resident of the residence receiving service from the corporation. A “year-round resident” means that the member resides full-time in the residence as his or her primary residence at least 11 months out of the year. Members who are representatives of condominium or similar multi-unit owner representatives shall not be directors.
- Must be able to attend meetings as scheduled.
- Submit a petition (Attachment “A”) signed by twenty-five (25) members in good standing. “Good standing” has the same meaning as for qualification for running for director. Corporation shall assist prospective candidate in verifying that signing members are of good standing status as time is available, however, such verification may take as much as 24-hours, and petitions shall only be accepted for review by corporation up to noon the day prior to the date petitions are due for qualification.
- Must not have been previously recalled as a Director by the membership, nor resigned as a Director.
- Any Director candidate must be a member in good standing. “Good standing”
shall mean that the director candidate has a fully paid current account balance, and has not i) had their water disconnected for nonpayment within the past twenty-four (24) months; ii) ever been disconnected or fined due to tampering or other intentional rule violations; iii) sued the Association or Board of Directors in a frivolous court case within the past ten (10) years, unless the member has prevailed in such suit.
Section 2. The Board of Directors shall meet within sixty (60) days after the annual election of directors and shall elect a President, Vice-President, Secretary and Treasurer from among themselves. Each of whom shall hold office until the next annual meeting and until the election and qualification of his successor unless sooner removed by death, resignation or recalled as a director by vote of the membership in the procedure as follows.
Any board member may be recalled by the procedure that follows:
- Directors may be removed with or without cause by written agreement of a majority of the members, or as otherwise provided by law.
- The notice of a recall meeting shall specifically state the reason of the meeting being the removal of the (or each) named director, and if removal is approved, selection of the successor director(s) must occur at that same meeting. Other specifically stated topics may be taken up at the meeting as provided in these By-Laws.
- If the removal of more than one director is to be voted on, the removal of each Director shall be separately voted on by the members. Where removal is sought by written agreement, a separate agreement is required for each board member to be removed.
- A successor for each director recalled shall be selected at that same meeting.
- A director recalled by the members for cause, or who voluntarily resigns prior to the end of that Director’s term of office, shall not be eligible to stand for election to be a Director.
- Any director recalled by the members shall turn over any and all records to the Board of Directors within 72 hours of recall
- 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 any office thus created shall be filled by the directors from among their member so constituted after the vacancy in the Board has been filled.
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, though less than a quorum shall, by a majority vote, appoint a successor who shall hold office until the term expires. Qualifications of candidates for appointment as Director shall be the same as for candidates for election as a director, except that candidates for appointment need not submit a petition signed by twenty-five (25) members in good standing to qualify for appointment.
Section 4. A majority of the Board of Directors shall constitute a quorum at any meeting of the Board.
Section 5. Directors shall receive no compensation for their services other than water at no charge while serving as a director. Directors having served in that position for ten (10) consecutive years or more and have left their position at the conclusion of their term, shall receive water at no charge for the remainder of the time they reside at their home within the corporation’s system. Spouses surviving a director passing after ten years tenure on the Board, shall also be entitled to free water while residing in the same home occupied by the director during the director’s tenure on the Board. In the event that a director that has served in that position for ten consecutive years leaves office prior to the conclusion of their term, the Board of Directors may waive the above prohibition on receipt of free water if they deem that the reasons for leaving office deserve the waiver, including without limitation death or illness.
Section 6. Directors may be removed from office with or without cause in the following manner: Any member, officer or director may present objections to a Director by filing them in writing with the Secretary-Treasurer of the corporation. If presented by a member, the objections 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 Board of Directors. The Director against whom such objections have been presented shall be informed, in writing of such charges five days prior to the meeting; the person or persons presenting such charges shall present witnesses and the person against whom the charges are made shall have the same opportunity. A vacancy in any office thus created shall be filled by the directors from among their member so constituted after the vacancy in the Board has been filled.
POWERS AND DUTIES OF DIRECTORS
Section 1. The Board of Directors subject to restrictions of law, the Charter, or 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 hereby given, full power and authority (to be exercised by resolution duly adopted by the Board) in respect to the matters and as hereinafter set forth:
- To select, appoint, or remove the Utilities Director, all officers, agents and professionals as provided in the Charter, these By-laws, agreements, or as necessary for the proper administration of the corporation, and to prescribe such duties and designate such powers as may not be inconsistent with these by-laws, fix their compensation and pay for faithful services.
- All other employees of the corporation shall be hired or disciplined only by the Utilities Director, subject to budgetary constraints set by the Board, and in conformance with a personnel policy manual produced by the Utilities Director and approved by the Board, not inconsistent with these By-Laws.
- Neither the Board nor any of the directors, individually or collectively, shall, in any manner, dictate the appointment, discipline or removal of any employees who the Utilities Director or any of his subordinates are empowered to hire, but collectively the Board may express its views and fully and freely discuss with the Utilities Director, anything pertaining to hiring and removal of such employees. Except for any inquiries concerning administrative procedures and policies, the Board and the directors shall deal with employees of the corporation who are subject to direction and supervision of the Utilities Director, solely through the Utilities Director, and neither the Board nor any of the directors shall give orders to any such employees, either publicly or privately, directly or indirectly. Nothing in the foregoing is to be construed to prohibit individual directors from scrutinizing, by questions and personal observations that do not undermine the Utilities Director’s authority, all aspects of the corporation administration and operations so as to obtain independent information to assist the directors in the formulation of such policies to be considered by the Board. However, it is the expressed intention hereof that recommendation for improvement to utility operations by individual directors, be made to and through the Utilities Director. Violation of this limitation on director authority shall be cause for removal as provided in these By-Laws.
3) It shall be the duty of the Board to maintain the perpetual existence of loans or other financing from, or guaranteed or secured by, the United States Department of Agriculture (“USDA”) as long as the corporation exists and the USDA authorizes it.
4) The Utilities Director shall be subject to removal by the Board of Directors, for cause, by a vote of not less than five (5) of the seven (7) directors, regardless of the number of directors present at the vote.
- To borrow from any source, money, goods or services and to make and issue notes and other negotiable and transferable instruments, mortgages, deed of trust, and trust agreements and to do every act and thing necessary to effectuate the same.
- To prescribe, adopt and amend, from time to time, such equitable uniform policies and procedures as, in their discretion may be deemed necessary or convenient for the conduct of the business and affairs of the corporation and the guidance and control of its officers, and to prescribe penalties for the breach thereof.
- To order, at least once each year, an audit of the books and accounts of the corporation by a certified public accountant. The reports prepared by such accountant in a manner conforming to section 617.1605, Florida Statutes shall be submitted to the members of the corporation by regular mail to the billing address at least ten (10) days prior to the annual meeting of the members. Copies of such audits shall be submitted to any parties as may be required by other agreements.
- To fix the charges, rates and connection fees, to be paid by each member for services rendered by the corporation to such member, the time of payment and the manner of collection.
- The Board of Directors shall, with the consent of the USDA Rural Utility Services as needed, so long as it shall either hold or guarantee any financing of the system at intervals consistent with sound utility ratemaking practices, evaluate and, if necessary, modify the corporation’s service rates according to sound ratemaking practices for a private, not-for-profit water utility. Periodically as deemed prudent, the Board shall also establish and modify such rules and regulations as are necessary to ensure payment of such rates, and provide for the proper operation, maintenance, customer service charges and customer relationships as are reasonable under the circumstances for operation of a private, not-for-profit water utility. (“Policies & Procedures of Utility Service.”).
- 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, commercial, agricultural or industrial purposes, the corporation must first satisfy all of the members for domestic purposes before supplying any water for commercial and industrial purposes.
- The Board of Directors shall be authorized to require each member to enter into water users agreements which shall include, without limitation, the principles set forth in these ByLaws. The Board of Directors shall also be authorized to enter into contracts it deems to be in the best interest of the corporation and membership, not in conflict with these Bylaws, however including without limitation, developer agreements for connections to the company system, interconnection agreements with other utilities, and agreements to cooperate with other utilities by sharing resources and personnel, meter readings with any wastewater utilities sharing customers with the company, and disconnection of members’ water service for that shared customer-member’s nonpayment of wastewater service to those wastewater utilities.
- To select one or more banks or savings and loan associations, 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 or savings and loan associations and the person or persons signing such checks and the form thereof at will, except that no bank or savings and loan association may be so designated unless such deposits are protected by an agency of the United States of America, such as the Federal Deposit Insurance Corporation or similar agency.
- With the approval of the majority of the members present at any annual or special meeting, to levy assessments against the membership of the corporation and to enforce the collection of such assessments. The Board of Directors shall have the option to declare forfeited any membership on which assessments has not been paid, at the time after ninety (90) days from the date of assessment was due, provided that the corporation must give the member at least thirty (30) days written notice at the address of the member on the books of the corporation, if the assessment is not paid. No liability shall be placed upon any member at least thirty (30) days written notice.
Section 2. The individual Directors shall have the following duties. Failure to fulfill these duties could result in a request for resignation from the Board, and if no resignation is received, is cause for a vote for removal as provided in these bylaws:
- Inform the corporation office in advance of an absence, which may be excused at the Board’s discretion.
- Must not miss more than two (2) consecutive meetings without an excused absence.
- Must not miss more than five (5) meetings in any calendar year regardless of whether absences are excused.
DUTIES OF OFFICERS
Section 1. Duties of President. The office of President is primarily a ceremonial position. The President shall preside over meetings of the corporation and the Board of Directors according to general rules of order subject to modification by the vote of the Board, call special meetings of the members and of the Board of Directors, perform all acts and duties usually performed by other directors such making motions, and debating motions and other business of the Board, and voting on such motions and business. The President shall also sign all papers of the corporation as the President may be authorized or directed to sign by the Board of Directors. Provided also that 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 instead of or in addition to the President. The President shall perform such other duties as may be specifically 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 of President vacant and elect a successor.
Section 3. Duties of the Secretary and Treasurer. The Secretary and Treasurer shall maintain such records and produce such reports and otherwise perform such duties with respect to the records and finances of the corporation as may be prescribed by the Board of Directors.
BENEFITS AND DUTIES OF MEMBERS
Section 1. The member, prospective member or developer requesting service from the corporation shall be responsible for all costs associated with extending mains and service lines within the written specifications of the corporation, from the point in the corporation’s system where it presently exists to their structure(s) requiring service. In the event that the corporation requires such mains to be oversized to serve others, or because of the distance extended past other properties is likely to be used by others in the future, the Board of Directors may provide a reimbursement agreement whereby the oversizing or use of the mains by others will be reimbursed by those third parties based on a proportionate fair share of such costs. In no event, however, shall the corporation be responsible for the cost of the mains or services. All service lines and meter assemblies shall include a locking cut-off valve. The corporation shall have the sole and exclusive right to use such cut-off valve to turn it on or off. All service lines, meter assemblies and water lines and any other apparatus shall be subject to approval by the Utilities Director in accordance to the standard and design policies.
Section 2. Each member shall be entitled to purchase from the corporation, pursuant to such agreements as may from time to time be provided and required by the corporation not inconsistent with these By-Laws, such water for domestic, commercial, agricultural, industrial or other reasonable and beneficial purposes, subject, however, to applicable state and local laws, the provisions of these by-laws and to the Policies & Procedures of Utility Service. Each member shall be entitled to have delivered to him through a single service line only such water as may be necessary to supply the reasonable needs of such member, including his family, business, agricultural or industrial requirements. The water delivered through each service line shall be metered and the charges for such water shall be determined separately, irrespective of the number of service lines owned by a member.
DISTRIBUTION OF SURPLUS FUNDS
Section 1. It is not anticipated that there will be any net income. If there should be any, then at the end of the fiscal year, after paying the expenses of the corporation for operation and otherwise, and after setting aside reserve for depreciation and such other reserves as the Board of Directors may deem proper and after providing for payment on interest and principal of obligation and amortized debts of the corporation, and after providing for the purchase of proper supplies and equipment, the net earning shall be accumulated in a surplus fund for the purpose of replacing, enlarging, extending and repairing the system and property of the corporation and for such other purposes as the Board of Directors may determine to be for the best interests of the corporation.
Section 1. These by-laws may be repealed or amended by a vote of a majority of the members present at any annual meeting of the corporation by the procedure provided herein, 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 the USDA Rural Utility Services. The members shall not have the power to change the purposes of the corporation so as to decrease its rights and powers under the laws 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 USDA Rural Utility Services in writing. Notice of any amendment to be made at any meeting of the members must be given to all members at least thirty (30) days before such meeting and must clearly set forth the amendments to be considered. The Corporation shall provide such notice to members , however, the proponents of amendments not approved by the Board prior to the member meeting where such amendment(s) shall be considered, are required to provide the text of the amendment(s) to the Corporation not less than forty-five (45) days prior to the meeting of the members, and shall bear all costs associated with such notice to members, and shall pre-pay for such costs when the text of the amendment is delivered to the corporation.
We certify that the foregoing By-Laws were duly adopted by the force and effect and have not been amended.