BY-LAWS OF SOUTH LINCOLN RURAL WATER SYSTEM, INC. ARTICLE I.
Name and Location
Section 1. The name of the corporation is the South Lincoln Rural Water System, Inc., and it is incorporated under the laws of the State of South Dakota.
Section 2. The principal office and place of business of this corporation shall be located at RR 2, Beresford, Lincoln County, South Dakota, but the corporation may maintain offices and places of business at other places within or without the State as the Board of Directors may determine.
The purpose for which the corporation is formed, and the powers which it may exercise are set forth in the Articles of Incorporation of the association.
Seal of Corporation
Section 1. The seal of the corporation shall have inscribed thereon the name of the corporation, the State of its organization, and the words, “Corporate Seal”.
Section 2. The secretary shall have custody of the seal.
Section 3. The impression of the seal shall be made on all papers and documents requiring the signature of an executive officer of the corporation.
The fiscal year of the Corporation shall begin the 1st day of January in each year and end on the 31st day of December in each year.
This corporation shall be governed by a Board of Directors consisting of 11 members, which number may be changed only by amendment of the By-Laws. The directors named in the Articles of Incorporation shall serve until the first meeting of the members and until their successors are elected and have qualified in accordance with Article VIII of these By-Laws. At the first meeting of the members, three (3) directors shall be elected to serve until the second annual meeting, four (4) directors shall be elected to serve until the third annual meeting and four (4) directors shall be elected to serve until the fourth annual meeting. At each annual meeting the members shall elect for a term of three years the number of directors whose term of office have expired. The Board shall meet immediately after the adjournment of the membership meeting and organize by electing a President, Vice-President, Secretary and Treasurer from their own number.
Section 1. The members of this corporation are the qualified water users at each service connection.
Section 2. The privileges of membership are extended and accepted only in accordance with and subject to the conditions and restrictions stipulated in the articles of Incorporation and By-Laws and amendments to the same.
Section 3. Every prospective water user shall sign such water users agreement for the purchase of water from the corporation as may from time to time be provided and required by the corporation. Upon qualifying for membership, each water user shall agree, in case he wishes to dispose of his membership, separate and apart from the premises served thereunder, to first offer the same to the corporation at the value paid for the membership less any late penalty fees or any indebtedness then due from him to the corporation and further that he will make no offer of assignment or sale of the same, unless the corporation shall fail after thirty (30) days notice in writing to so purchase the membership.
Section 4. Transfers of membership shall be made only upon the books of the corporation, only to persons approved by the Board of Directors, only when the member transferring is free from indebtedness to the corporation, and the prospective member has signed a water users agreement with the corporation and paid any transfer fee which may have been established by the Board of Directors.
Section 5. In case of the death of a member or if a member ceases to be a bona fide water user, or willfully fails to comply with these By-Laws and other requirements, or willfully obstructs the purposes and proper activities of the corporation, the corporation through the Board of Directors, may elect to purchase his membership and terminate his membership upon tender to him or his heirs or legal representative the value paid for the membership less any late penalty fees or any indebtedness then due from him to the corporation. Any member whose membership is so terminated for cause may appeal from the action of the Board of Directors to a vote of the members at the regular meeting of the members or a special meeting of the members called for such purpose.
Section 6. No member of this corporation shall be entitled to more than one vote at meeting of the members, irrespective of the number of service connections held by the member.
Meeting of Members
Section 1. Annual Meeting. The annual meeting of the members of this corporation shall be held during the months of January, February, or March each year on the date selected by the Board of Directors. The date, time, and place shall be designated in the Notice of the meeting. It shall be the responsibility of the Board of Directors to make adequate plans and preparations for the annual meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.
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 is signed by at least two percent (2%) of the members in good standing of the corporation 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 there at except such as specified in the notice.
Section 3. Notice of 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, at least ten (10) days prior to the 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. Two percent (2%) of the membership shall constitute a quorum for the transaction of business at any meeting. Unless such quorum is present, no business shall be transacted. If, however, such quorum shall not be present at any regular or special meeting, the members present shall have power to adjourn the meeting until a quorum is present, at which time any business may be transacted which might have been transacted at the meeting as originally called.
Officers and Directors
Section 1. The officers of the association shall be a President, Vice-President, Secretary, Treasurer and such other officers as may be determined by the Board of Directors from time to time.
Section 2. EFFECTIVE FEBRUARY 21, 1995. The Board of Directors shall be elected from the districts designated herein as each Board of Director’s term expires. A Board of Director term is three years. The Board of Director Districts are as follows:
District No.1 – Canton Township, Dayton Township and Lynn Township located
in Lincoln County, South Dakota
District No.2 – Fairview Township and Eden Township located in Lincoln County,
South Dakota and North Virginia Township, South Virginia Township, Big
Springs Township, Sioux Valley Township and Emmet Township located in Union County, South Dakota
District No.3 – Pleasant Township, Norway Township and Highland Township located
in Lincoln County, South Dakota, and Prairie Township and Alcester Township
located in Union County, South Dakota
District No.4 – Delaware Township & Lincoln Township and Sections 1, 2, 3, 4, 9, 10,
11, 12, 13, 14, 15, 16, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35 &
36 of Grant Township located in Lincoln County, South Dakota and Turner Township
District No.5 – Brooklyn Township located in Lincoln County, South Dakota
and Centerville Township located in Turner County, South Dakota
District No.6 – LaValley Township & Perry Township and Sections 5, 6, 7, 8, 17, 18,
19 & 20 of Grant Township and Delapre Township located in Lincoln County,
South Dakota and Middleton Township, Germantown Township, Home
Township and Parker Township located in Turner County, South Dakota, and Wall Lake Township located in Minnehaha County, South Dakota
Two (2) Board of Director members shall be elected from District No. 1.
Two (2) Board of Director members shall be elected from District No. 2.
Two (2) Board of Director members shall be elected from District No. 3.
Two (2) Board of Director members shall be elected from District No. 4.
Two (2) Board of Director members shall be elected from District No. 6.
One (1) Board of Director member shall be elected from District No. 5.
In the calendar year of 1995, and every three years thereafter, a Director shall be elected from each of the following Districts:
District No.5 – One Director
District No.4 – One Director
District No.2 – One Director
In the calendar year of 1996, and every three years thereafter, a Director shall be elected from each of the following Districts:
District No.1 – One Director
District No.1 – One Director
District No.3 – One Director
District No.6 – One Director
In the calendar year of 1997, and every three years thereafter, a Director shall be elected from each of the following Districts:
District No.6 – One Director
District No.4 – One Director
District No.2 – One Director
District No.3 – One Director
A director must be a member of the corporation and must own a membership in the district that he represents.
The director from a district shall be elected by the members of the corporation at the regular annual meeting and serve until their successors are elected and qualified.
The directors from the respective districts shall be elected by members of the corporation. The election for each district director shall take place at the regular annual meeting and the director shall serve until his successor is qualified and elected.
To be eligible for election as a director, a member must submit a Nominating Petition for Director South Lincoln Rural Water System, Inc. The Nominating Petition must be signed by 12 members of the district in which the member nominated to serve as a director owns a membership. The Nominating Petition shall be submitted in the form and manner attached hereto as Attachment No. 1. The Nominating Petition together with sufficient member signatures must be submitted to the Secretary of the Board of Directors no less than twenty-five (25) days in advance of the annual meeting and no more than sixty (60) days in advance of the annual meeting to be valid.
Section 3. If the office of Director should become vacant for any cause or if a valid Nominating Petition is not filed, then in that event the remaining Directors may appoint a successor, who shall serve to the next regular or special meeting of the members, when the vacancy shall be filled by election. The newly-elected officer so named shall serve the unexpired term.
Section 4. Subject to Paragraph XII of the Articles of Incorporation, compensation of officers may be fixed at any regular or special meeting of the Directors of the corporation.
Duties of Officers or Directors
Section 1. The Board of Directors, subject to the restrictions of the law, the Articles of Incorporation, and By-Laws, shall exercise all of the powers of the association; 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 (to be exercised by resolution adopted by a majority of the directors present at a meeting at which a quorum is present) in respect to the matters and as hereinafter set forth, such quorum being a majority of the number of directors authorized by the By-Laws:
To pass upon the qualifications and eligibility of water users for membership in the corporation.
To select and appoint all officers, agents or manager of the Corporation or remove such agents or manager of the corporation for just cause, prescribe such duties and designate such powers as may not be inconsistent with these By-Laws, fix their compensation and pay for faithful services.
To borrow from any source, money goods or services and to make and issue notes and other negotiable and transferable instruments, mortgages, contracts for deed, deeds of trust and trust agreements and to do every act and thing necessary to effectuate the same, and to accept grants, gifts, bequests or donations of any type.
To prescribe, adopt and amend, from time to time, such equitable uniform rules, policies, and regulations as, in their discretion may be deemed essential or convenient for the conduct of the business and affairs of the corporation and the guidance and control of its officers and employees, and to prescribe adequate penalties for the breach thereof.
To order, at least once each fiscal year, an audit of the books and accounts of the corporation by a competent public auditor or accountant. The report by such auditor or accountant shall be submitted to the members of the corporation at their annual meeting.
To fix the charges to be paid by each member for services rendered by the corporation to him, the time of payment and the manner of collection.
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.
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.
When there exists a recurring expense item that annually exceeds the sum of $15,000.00, the cost thereof should be reviewed every 3 to 5 years. The review should consist of obtaining new bids or quotes from several providers. In addition, specific costs should be reviewed any time it is determined, during the budget process, that such costs may be excessive. Amended 6.16.2015
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 an executive and presiding officer, and sign such papers of the corporation as he 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 his successor.
Section 3. Duties of the Secretary. The Secretary shall keep a complete record of the meetings of the corporation and of the Board of Directors and shall have general charge and supervision of the books of the corporation. He shall sign papers pertaining to the corporation as he may be authorized or directed to do by the Board of Directors. He shall serve all notices required by law and by these By-Laws and shall make a full report of all matters and business pertaining to his office to the members at the annual meeting. He shall keep the corporate seal and shall keep complete records of the corporation, and shall affix the corporate seal to all papers requiring seal. He shall keep a proper membership record, showing the name of each member of the corporation and the dates of inception of membership and surrender, cancellation, or forfeiture. He shall make all reports required by law and shall perform such other duties as may be required of him by the corporation or the Board of Directors. Upon the election of his successor, the Secretary shall turn over to him all books and other property belonging to the corporation that he may have in his possession.
Section 4. Duties of the Treasurer. The Treasurer shall keep a complete record of all accounts, finances and financial records of the corporation. He shall also perform such duties with respect to the financial conditions of the corporation as may be prescribed by the Board of Directors, including but not limited to, participation in annual audits and preparation of such financial statements as may be called for by the Board.
Duties of Corporation and 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 property line of each member of the corporation, at which points, designated as delivery points, meters to be purchased, owned and maintained by the corporation shall be placed. The Board of Directors of the corporation shall have sole discretion to determine who will pay the cost of mainline extensions. After original construction contracts have been awarded, each new member thereafter shall pay the cost of the service line or lines from the main distribution pipeline or lines of the corporation to the property line of each member shall be paid by the member and the member will also purchase and install a cut-off valve in each service line from the main distribution line or lines, such cut-off 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 such cut-off valve to turn it on and off.
Section 2. Each member shall be entitled to one (1) service line for which he shall pay a fee as determined from time to time by the Board of Directors.
If additional service lines are desired by a member, he shall be required to pay such fee thereof as is determined from time to time by the Board of Directors. When a new residence is built on a member’s existing occupied acreage and the member chooses not to destroy or remove the existing residence, but to keep it as a functional dwelling, the Board of Directors will allow a second meter pit to be set on the existing service line. The member will be required to purchase a second membership at a cost of $500.00 and the member will also be charged for a meter pit set of $1,800.00. The two residences must remain one acreage and cannot be sold separately. Any deviation from this policy will result in the loss of both memberships and all rights as a member of the Corporation, without exception. The water delivered through such service lines will be metered, and the charges for such water shall be determined on the same basis as applies to the basic service line. No new service line or change in an existing service line may be made which will interfere with an existing service line or the delivery of water therein. Each service line shall connect with the corporations water system at the nearest available place to the place of desired use by the member if the corporation’s water system shall be of sufficient capacity to permit the delivery of water through a service line at that place without interfering with the delivery of water through a prior service line. If the corporation’s water system shall be inadequate to permit the delivery of water through a 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 as may be designated by the corporation. Each member shall grant or convey or shall cause to be granted or conveyed to the corporation, its successors or assigns as perpetual easement in , over, under and upon any property owned or controlled by the member with the right to erect, construct, install and lay, and thereafter use, operate and inspect, repair, maintain, replace and remove water pipelines and appurtenant facilities, together with the right of ingress and egress over adjacent land so as to be able to furnish service to the members.
Section 3. The Board of Directors shall prior to the beginning of each calendar year, determine the flat minimum rate to be charged each member during the following calendar year for a specified quantity of water, such flat minimum monthly rate to be payable irrespective of whether any water is used by a member during any month, and the amount of addition charges, if any, for additional water which may be supplied the members, shall fix the date for the payment of such charges, and shall notify each member of the amount of such charges and the dates for the payment thereof. A member to be entitled to the delivery of water shall pay such charges at the office of 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:
Non-payment for thirty (30) days after due. The water may be cut off from the delinquent members property.
Non-payment for ninety (90) days. The Board of Directors shall have the option to terminate and purchase the membership for book value or bring suit to collect the charges for water service rendered, as a matter of contract, as provided for in Article IX, Section 1, of these By-Laws.
Section 4. In the event the total water supply shall be insufficient to meet all of the needs of the members or in the event there if 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; provided, that if at any time the total water supply shall be insufficient to meet all of the needs 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 livestock purposes and must satisfy all of the needs of all of the members for domestic and livestock purposes before supplying any water for commercial or industrial purposes; and, provided further, that where a member has more than 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, livestock, and garden purposes. During such periods of shutoff of additional 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 5. The Board of Directors shall be authorized to require each member to enter into water user agreements which shall embody the principles set forth in the foregoing sections of this article.
Distribution of Surplus Funds
Section 1. It is not anticipated that there will be any net profits. 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 reserves for depreciation on all buildings, equipment and office fixtures and such other reserves as the Board of Directors may deem proper and after providing for payments on interest and principal of obligations and amortized debts of the corporation, and after providing for the purchase of proper supplies and equipment, and 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. The said surplus fund or any portion thereof may from time to time at the discretion of the Board of Directors be distributed to the members as provided in the By-Laws, on the basis of the assessments and charges made and levied against and paid by such members during the year.
Section 2. Any part or the whole of such apportionment may be credited at the discretion of the Board of Directors to the indebtedness of the members, should any exist, and in such case, the member shall be notified in writing of the amount so applied.
Section 1. These By-Laws may be repealed or amended by Six (6) Directors voting for such repeal or amendment at any regular meeting of the Board of Directors or at any special meeting of the Board of Directors called for the purpose, except that the Board of Directors shall not have the power to change the purposes of the corporation as so 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 to deprive any member of rights and privileges then existing, or so to amend to the By-Laws, as to effect a fundamental change in the policies of the corporation. Notice of any amendment to be made at a special meeting of the Directors must be given at least ten (10) days before such meeting and must set forth the amendments to be considered.
Section 2. Nothing herein shall prohibit the establishment of rules and regulations for the operation of the corporation not inconsistent herewith, or rules and regulations pertaining to bulk users, governmental bodies or tract developers.
APPROVED BY THE DIRECTORS ON THE 23rd day of January, 1979.
South Lincoln Rural Water System
AMENDED BY THE DIRECTORS ON THE 17th day of March, 1992.
South Lincoln Rural Water System
AMENDED BY THE DIRECTORS ON THE 21st day of February, 1995.
South Lincoln Rural Water System
AMENDED BY THE DIRECTORS ON THE 6th day of June, 2015
South Lincoln Rural Water System