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.


General Purpose

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.


Fiscal Year

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.


Governing Body

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.


Membership Rules

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.

Larry Tidemann


South Lincoln Rural Water System

AMENDED BY THE DIRECTORS ON THE 17th day of March, 1992.

Freeman Swanstrom


South Lincoln Rural Water System

AMENDED BY THE DIRECTORS ON THE 21st day of February, 1995.

Freeman Swanstrom


South Lincoln Rural Water System


Ralph Hammer


South Lincoln Rural Water System