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By-Laws
of Beaches Water Company, Inc.
(Current As of March 10, 2004)
ARTICLE
I
General
Purposes
The
purposes for which this corporation is formed, and the powers which it
may exercise, are set forth in the Articles of Incorporation of the
corporation.
ARTICLE
II
Name
and Location
Section
1. The name of the corporation is Beaches Water Company, Inc.
Section
2. The principal office of the corporation shall be located in
the
Village of Long Beach and the mailing address shall be P.O. Box 164,
St.
Leonard, County of Calvert, State of Maryland, zip code 20685.
ARTICLE
III
Seal
Section
1. The seal of the corporation shall have inscribed thereon the
name
of the corporation and the words “Corporate Seal, Maryland, 1982”.
Section
2. The Secretary-Treasurer of the corporation shall have custody
of the seal.
Section
3. The seal may be used for causing it or a facsimile thereof to
be impressed of affixed as required.
ARTICLE
IV
Fiscal
Year
The
fiscal year of the corporation shall begin the First day of July in
each
year.
ARTICLE
V
Membership
Section
1. Membership will be limited to those who obtain the
organization’s
services, acquire a tangible interest in its assets in proportion to
the
business done with the organization and have a voice in its management.
Section
2. Every person (which word as used herein includes any legal
entity)
who is a record owner of a fee or undivided fee interest, or having a
substantial
possessory interest, in a property served by the water system may
become
a member of the corporation upon signing such applications and
agreements
for the purchase of water as may be provided and required by the
corporation
and upon the payment of such connection fee as may be imposed by the
board
of directors provided that only one membership at a time may be held
for
each property served. A single membership may be issued to
all persons owning or having a substantial possessory interest in the
property.
Only one membership may be held with respect to a property at one
time.
The board of directors shall cause to be issued appropriate
certificates
of membership, provided that membership shall not be denied because of
the applicant's race, color, creed, sex age, marital status, or
national
origin. Membership may be denied if capacity of the corporation's
water system is exhausted by the need of its existing members, or, if
the
proposed use of the applicant is such that it would interfere
with
existing uses previously authorized by the board of directors.
A.
A substantial possessory interest is one where the person or persons
have
a legal right to control and occupancy a property but do not have the
legal
or the equitable ownership of the property. It may be under a
lease
or similar right to possession.
(1) Before membership is allowed to one or more persons claiming such
an
interest, the corporation will endeavor to obtain the application for
membership
from the owner of such property.
(2) Where membership is granted to one or more persons having a
substantial
possessory interest, the corporation, as a condition to the membership,
may require such application to post such collateral of bond as the
directors
determine necessary to fully protect the corporation from any
additional
risk that may be involved to the corporation by reason of the lack of
legal
ownership by the applicant.
Section
3. Each member shall have only one membership for each property
served,
regardless of the number of service connections the member may obtain
to
serve the property. Each membership certificate shall represent
one
vote. When more than one person holds the interest in a property
served, the vote shall be exercised by the person in whose name the
certificate
is registered or by such person as the several persons may designate,
but
in no event shall more than one vote be cast with respect to any
property.
Section
4. Membership shall be transferable but the transfer will be
effective
only when noted on the books of the corporation. Such transfer
will
be made only to a person who obtains a qualifying interest in the
property.
A member will transfer membership in the corporation to a successor in
interest as part of the transaction whereby the member disposed of any
interest to said property. The secretary, upon request, will make
note of such transfer upon the records of the corporation but need not
issue a new certificate to the successor in interest of the previous
existing
member.
Section
5. When membership in the corporation is not transferred, it shall
terminate
upon the disposition or other termination of the member’s interest in
the
property, regardless of whether of not the certificate is surrendered
to
the corporation. Membership also may be terminated by action of
the
board of directors where the use of the property is changed so as to
materially
increase the amount of water consumed to the prejudice of other
existing
members or to the prejudice of the orderly operation of the system.
Section
6. Termination of membership will not result in forfeiture of the
former member’s rights and interest in the organization's assets and
the
former member will not be precluded from receiving a proportionate
share
of any subsequent distribution of such assets by the organization.
Section
7. The termination of the membership of any member shall not
disqualify
for membership any other person who has or obtains an interest in the
property
of the terminated member and who otherwise meets the requirements of
these
By-laws.
Section
8. In the event a member’s property interest is divested
other
than by voluntary means, such member’s membership will pass to the
trustee,
receiver, executor, or the like who will be entitled either in person
or
through a designated representative to exercise all the rights incident
to such membership, but subject to such duties and liabilities also
applicable
to the membership. The trustee, receiver, executor, or the like,
may terminate such membership by written notice to such effect
delivered
or mailed to the secretary of the corporation. Upon the final
disposition
of such property rights, the owner thereof shall be entitled to
membership
in like manner as if the membership had been transferred to the owner
by
the original member as set forth in Section 4 above.
Section
9. Upon the transfer of a membership, the corporation will
not look to the successor in interest for the payment of any past due
amounts.
The corporation will seek collection only from the individual who
incurred
such charges or assessments or from the property itself if a judgment
lien
had been duly perfected against such property.
ARTICLE
VI
Membership
Certificates
Section
1. This corporation shall not have capital stock.
Membership
in the corporation shall be represented by membership
certificates.
Such certificates shall represent the right to use and enjoy the
benefits
of the corporation’s water supply system upon the payment of necessary
assessments, if any, and of reasonable charges based upon such use,
provided
such use and enjoyment are consistent with the rules, regulations, and
contracts affecting the same as may from time to time be prescribed by
the board of directors.
Section
2. A membership certificate shall be issued to each holder
of fully paid membership, numbered consecutively in accordance with the
order of issue, and bear on its face the following statement:
This
membership certificate is issued and accepted in accordance with and
subject
to the conditions and restrictions stipulated in the articles of
incorporation
and by laws and amendments to the same of the Beaches Water Company,
Inc.
ARTICLE
VII
Meetings
of Members
Section
1. The annual meeting of the members of this corporation
shall
be held at the Village of Long Beach, County of Calvert, State of
Maryland,
at 3:00 o’clock p.m., on the second Sunday in September of each
year.
The place, day, and time of the annual meeting may be changed to any
other
convenient place, day, and time in the county by the board of directors
giving notice thereof to each member not less than ten (10) days in
advance
thereof.
Section
2. Special meetings of the members may be called at any
time
by the action of the board of directors and such meetings must be
called
whenever a petition requesting such meetings is signed by at least ten
percent of the members and presented to the secretary or to the board
of
directors. The purpose of every special meeting shall be stated
in
the notice thereof, and no business shall be transacted thereat except
as specified in the notice.
Section
3. Notice of meetings of members of the corporation, both
regular
and special, shall be given by notice mailed by first-class mail to
each
member of record, directed to the address shown upon the books of the
corporation,
not less that ten (10) nor more than forty (40) days prior to such
meeting.
Such a notice shall state the nature, time, place and purpose of the
meeting,
but no failure or irregularity of notice of any annual meeting,
regularly
held, shall affect any proceedings taken thereat.
Section
4. The presence at a meeting of members entitled to cast in
their own right or by proxy five percent of the total number of votes
shall
constitute a quorum. All proxies shall be in writing and filed
with
the secretary. Such proxies may be general or restrictive.
Proxies shall be revocable and shall not be valid beyond 11 months, nor
after termination of the membership by cessation of the member’s
interest
in the property.
Section
5. Directors of this corporation shall be elected at the
annual
meeting of the members as provided in Article VIII, Section 1. No
cumulative voting shall be allowed.
Section
6. The order of business at the regular meetings and so far
as possible at all other meetings shall be:
1.
Calling to order and proof of quorum
2.
Proof of notice of meeting
3.
Reading and action on any unapproved minutes
4.
Reports of officers and committees
5.
Election of directors
6.
Unfinished business
7.
New business
8.
Adjournment
ARTICLE
VIII
Directors
and Officers
Section
1. The board of directors of this corporation shall consist
of at least five members, all of whom shall be members of the
corporation.
The directors named in the articles of incorporation shall serve until
the first annual meeting of the members and until their successors are
elected and have qualified. At the first annual meeting of the
members,
one director shall be elected for a term of one year; two directors for
a term of two years; and two directors for a term of three years.
At each annual meeting thereafter, the members shall elect for a term
of
three years the number of directors whose terms of office have
expired.
No more than half the total directors shall be elected in any one year.
Each director shall hold office for the term for which elected and
until
a successor shall have been elected and qualified.
Section
2. The board of directors shall meet within ten (10) days
after
the annual election of directors and shall elect a president and
vice-president
from among themselves and secretary-treasurer who need not be a member
of the board of directors, each of whom shall hold office until the
next
annual meeting and until the election and qualification of a successor
unless sooner removed by death, resignation, or for cause.
Section
3. If the office of any director becomes vacant by reason
of
death, resignation, retirement, disqualification, or otherwise, except
by removal from office, a majority of the remaining directors, shall by
a majority vote, choose a successor who shall hold office until the
next
regular meeting of the members of the corporation, at which time the
members
shall elect a director for the unexpired term or terms.
Section
4. A majority of the board of directors shall constitute a
quorum at any meeting of the board. The affirmative vote of the
majority
of the directors at a meeting at which a quorum is present shall be the
act of the board.
Section
5. Compensation of officers may be fixed only at any
regular
or special meeting of the members of the corporation. Directors
shall
receive no compensation for their services as such.
Section
6. Officers and directors may be removed from office in the
following manner: Any member, officer, or director may present
charges
against a director or officer by filing them in writing with the
secretary
of the corporation. If presented by a member, the charges must be
accompanied by a petition signed by ten percent of the members of the
corporation.
Such removal shall be voted on at the next regular or special meeting
of
the members and shall be effective if approved by a vote of a majority
of those voting if a quorum is present. The director or officer
against
whom such charges have been presented shall be informed, in writing, of
such charges at least twenty days prior to the meeting, and shall have
the opportunity at such meeting to be heard in person or by counsel and
to present witnesses; and the person or persons presenting such charges
shall have the same opportunity. If the removal of a director is
approved, such action shall also vacate any other office held by the
removed
director in the corporation. A vacancy in the board thus created
shall immediately be filled by a vote of a majority of the members
present
and voting at such meeting. A vacancy in any office thus created
shall be filled by the board of directors from among their number so
constituted
after the vacancy in the board has been filled.
ARTICLE
IX
Duties
of Directors
Section
1. The board of directors, subject to restrictions of law,
the articles of incorporation, and these By-laws, shall exercise all of
the powers of the corporation, and , without prejudice to or limitation
upon their general powers, it is hereby expressly provided that the
board
of directors shall have, and are hereby given full power and authority
in respect to matters as hereinafter set forth to be exercised by
resolution
duly adopted by the board:
A.
To approve membership applications and to cause to be issued
appropriate
certificates and to permit the connection of properties to the system
in
the future in cases involving proposed construction or may issue such
certificates
prior to the commencement of the proposed construction.
B.
To select and appoint all agents or employees of the corporation,
remove
such agents or employees of the corporation, prescribe such duties and
designate such powers as may not be inconsistent with these By-laws,
fix
their compensation and pay for faithful services.
C.
To borrow from any source, money, goods, or services and to make and
issue
notes and other negotiable or nonnegotiable instruments evidencing
indebtedness
of the corporation; to make and issue mortgages, deeds of trust,
pledges
of revenue, trust agreements, security agreements and financing
statements
and other instruments evidencing a security interest in the assets of
the
corporation; and, to do every act and thing necessary to effectuate the
same.
D.
To prescribe, adopt and amend, from time to time such equitable uniform
rules and regulations as, in its discretion, may be deemed essential or
convenient for the conduct of business and affairs of the corporation
and
the guidance and control of its officers and employees, and to
prescribe
adequate penalties for the breach thereof.
E.
To order, at least once each year, an audit of the books and accounts
of
the corporation by a competent public auditor or accountant. The
report prepared by such auditor or accountant shall be submitted to the
members of the corporation at their annual meeting, together with a
proposed
budget for the ensuing year. Copies of such audits and budgets
shall
be submitted to such parties as may be required by other agreements.
F.
To fix and alter the charges to be paid by each member for services
rendered
by the corporation to the member, including connection or reconnection
fees where such are deemed to be necessary by the directors, and to fix
and alter the method of billing, time of payments, manner of
connection,
and penalties for late or non-payments of the same. The board may
establish one or more classes of users. All charges shall be
uniform
and non-discriminating within each class of users.
G.
To require all officers, agents, and employees charged with
responsibility
for the custody of any of the funds of the corporation to give adequate
bonds, the cost thereof to be paid by the corporation, and it shall be
mandatory upon the directors to so require.
H.
To select one or more banks to act as depositories of the funds of the
corporation and to determine the manner of receiving, depositing, and
disbursing
the funds of the corporation and the form of checks and the person or
persons
by whom the same shall be signed, with the power to change such banks
and
the person or persons signing such checks and the form thereof at will.
I.
To levy assessments against the members of the corporation in such
manner
and upon such proportionate basis as the directors deem equitable, and
to enforce collection of such assessments by the suspension of water
service,
or other legal methods. The board of directors shall have the
option
to suspend the service of any member who has not paid such assessment
within
30 days from the date the assessment was due, provided the corporation
must give the member at least 15 days’ written notice at the address of
the member on the books of the corporation of its intention to suspend
such service if the assessment is not paid. Upon payment of such
assessments, any penalties applicable thereto, and a reconnection
charge
if one is in effect, service will be promptly restored to such member.
ARTICLE
X
Duties
of Officers
Section
1. Duties of President: The President shall preside
over
all meetings of the corporation and the board of directors, call
special
meetings of the board of directors, perform all acts and duties usually
performed by any executive and presiding officer, and sign all
membership
certificates and such other papers of the corporation as may be
authorized
or directed to sign by the board of directors, provided the board of
directors
may authorize any person to sign any or all checks, contracts, and
other
instruments in writing on behalf of the corporation. The
president
shall perform such other duties as may be prescribed by the board of
directors.
Section
2. Duties of the Vice-President: In the absence or
disability
of the President, the Vice-President shall perform the duties of the
President;
provided, however, that in case of death, resignation, or disability of
the President, the board of directors may declare the office vacant and
elect a successor.
Section
3. Duties of the Secretary-Treasurer: The
Secretary-Treasurer
shall keep a complete record of all meetings of the corporation and of
the board of directors and shall have general charge and supervision of
the books and records of the corporation. The Secretary-Treasurer
shall attest the President’s signature on all membership certificates
and
other papers pertaining to the corporation unless otherwise directed by
the board of directors. The Secretary-Treasurer shall serve,
mail,
or deliver all notices required by law and by these By-laws and shall
make
a full report of all matters and business pertaining to the office to
the
members at the annual meeting or at such other time or times as the
board
of directors may require. The Secretary-Treasurer shall keep the
corporate seal and membership certificates issued and affix said
corporate
seal to all papers requiring a seal. The Secretary-Treasurer
shall
keep a proper membership certificate record, showing the name of each
member
of the corporation and date of issuance, surrender, transfer,
termination,
cancellation, or forfeiture. The Secretary-Treasurer shall make
all
reports required by law and shall perform such other duties as may be
required
by the corporation or the board of directors. Upon the election
of
a successor, the Secretary-Treasurer shall turn over to the successor
all
books and other property belonging to the corporation that the
Secretary-Treasurer
may posses. The Secretary-Treasurer shall also perform such
duties
with respect to the finances of the corporation as may be prescribed by
the board of directors.
ARTICLE
XI
Benefits
and Duties of Members
Section
1. The corporation will install, maintain and operate a
main
distribution pipeline or lines from the source of the water supply and
service lines from the main distribution pipeline or lines to the
property
line of each member of the corporation, at which points, designated as
delivery points, meters to be purchased, installed, owned, and
maintained
by the corporation may be placed. The cost of the service line or
lines from the main distribution pipeline or lines of the corporation
to
the property line of each member shall be paid by the
corporation.
The corporation also may purchase and install a cutoff valve in each
service
line from its main distribution line or lines, such cutoff valve to be
owned and maintained by the corporation and to be installed on some
portion
of the service line owned by the corporation. The corporation
shall
have the sole and exclusive right to use of such cutoff valve.
However,
the provisions of this section shall not be construed to require the
acquisition
or installation of meters or cutoff valves where the directors
determine
under the circumstances of the system and the nature of the membership
that the use of either or both devices is impractical, unnecessary to
protect
the system and the rights of the membership, and/or economically not
feasible.
Section
2. Each member will be required, at the members expense, to
have dug a ditch for the connection of the service line or lines from
the
property line of the member to member’s dwelling or other portion of
the
member’s premises. The member will maintain such portion of such
service line or lines, which shall be owned by the member, at the
member’s
own expense. The corporation may, if the board of directors so
determines,
purchase the pipe for and install such portion of such service line or
lines, the cost of which will, however, be paid by the individual
members.
In addition, each member shall pay such connection charge, if any, as
may
have been imposed by the board of directors before such member will be
entitled to receive water from the system.
Section
3. Each member may be permitted to have additional service
lines from the corporation’s water system in the discretion of the
board
of directors upon proper application therefor and the tender or
payments
not to exceed the then existing connection charge. The approval
by
the board of directors of additional service lines to an existing
member
may be made conditional upon such provisions as the board of directors
determines necessary to protect the interests of other members and to
allow
for the orderly expansion and extension of the system. Each
service
line shall connect with the corporation’s water system at the nearest
available
place to the place of desired use by the member if the corporation’s
water
system has sufficient capacity to permit the delivery of water through
a service line at that point without interfering with the delivery of
water
through a prior service line. If the corporation’s water system
is
inadequate to permit the delivery of water through service line
installed
at such place without interfering with the delivery of water through a
prior service line, then such service line shall be installed at such
place
designated by the corporation.
Section
4. Each member may be permitted to purchase from the
corporation,
pursuant to such agreement as may from time to time be provided and
required
by the corporation such water as is needed for domestic, commercial,
agricultural,
industrial or other purposes as a member may desire, subject, however,
to the provisions of these By-laws and to such rules and regulations as
may be prescribed by the board of directors. Each member shall be
entitled to have delivered, through the member’s service line, only
such
water as may be necessary to supply the needs of each member, including
the member’s family, business, agricultural or industrial
requirements.
The water delivered through each service line may be metered
separately,
irrespective of the number of service lines owned by a member.
Section
5. In the event the total water supply shall be
insufficient
to meet all of the needs of the members or in the event there is a
shortage
of water, the corporation may prorate the water available among the
various
members on such basis as is deemed equitable by the board of directors,
and may also prescribe a schedule of hours covering use of water for
commercial,
agricultural or industrial purposes by particular members and require
adherence
thereto or prohibit the use of water for commercial, agricultural or
industrial
purposes; provided, that if at any time the total water supply shall be
insufficient to meet all of the needs of all of the members for
domestic,
livestock, commercial, agricultural, or industrial purposes, the
corporation
must first satisfy all of the reasonable needs of the members for
domestic
purposes before supplying any water for commercial or industrial
purpose;
and, provided further, that where a member has more that one service
line,
the corporation may cut off the flow of water to the non-domestic
service
lines until such time as the supply of water from the system is
sufficient
to meet the needs of all of the members for domestic and livestock
purposes.
During such periods of shutoff of additional service lines there shall
be no minimum fee charged to the members having such additional service
lines and the cost, if any, of resuming the flow of water to such
additional
service lines shall be borne by the corporation.
Section
6. The board of directors shall, with the consent of the
current
mortgage holder, so long as one shall either hold any obligations or
insure
any financing of the system, prior to the beginning of each calendar
year,
determine the flat minimum monthly 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, the amount of additional charges, if
any, for additional water which may be supplied the members, and the
amount
of penalty for late payments, and shall fix the date for the payment of
such charges. A member to be entitled to the delivery of water
shall
pay such charges at the office designated by the corporation at or
prior
to the dates fixed by the board of directors. The failure to pay
water charges duly imposed shall result in the automatic imposition of
the following penalties.
A.
Nonpayment within ten days from the due date will be subject to a
penalty of ten (10) percent of the delinquent account, which percent
may
be changed at the discretion of the board of directors.
B.
Nonpayment within thirty days from the due date will result in the
water
being shut off from the member’s property, provided the corporation has
given at least fifteen days written at the address of the member on the
books of the corporation of it’s intent to suspend such service if the
assessment is not paid. Upon the payment by the delinquent member of
past
due water charges, penalties thereon and any reconnection charge, such
member shall be entitled to resumption of the water supply.
During
the time of such suspension of water to a member, such member shall
have
no right to vote in the affairs of the corporation.
Section
7. The board of directors shall be authorized to require
each
member to enter into water users agreements which shall embody the
principles
set forth in the foregoing provisions of these By-laws.
ARTICLE
XII
Distribution
of Surplus Funds
Section
1. It is not anticipated that there will be any surplus
funds
or net income to the corporation at the end of the fiscal year after
provisions
are made for the payment of the expenses of operation and maintenance
and
the funding of the various reserves for depreciation, debt retirement,
and other purposes, including those required by the terms of any
borrowing
transaction. The occurrence in subsequent years of surplus funds
or net income above the requirements of the corporation as above
mentioned,
including, if any, a reserve for improvements and extension of the
facilities
shall be taken into consideration by the board of directors in
determining
the water rates to be charged the members.
Section
2. The organization will provide services substantially at
cost. Dividends shall not be paid on the basis of membership or
shares
of stock in the organization. All funds from whatever sources
remaining
at the end of the year in excess of those needed to meet current losses
and expenses will be distributed to members in proportion to the amount
of business done by them during the year subject to concurrence of the
current mortgage holder or will be retained for such purposes as
retiring
indebtedness incurred in acquiring assets, expanding the organization’s
services, maintaining reserves for necessary purposes or reducing
subsequent
year’s water rates. However, the organization will maintain
records
from which each member’s rights and interest in the retained funds and
assets acquired with such funds in proportion the member’s business
with
the organization can be determined at any time. Required records
for this purpose include financial records that show the organization’s
revenue from all sources for each year and records, such as bills or
receipts,
showing the amount of each member’s business annually with the
corporation.
Section
3. Upon dissolution, after paying off all debts and
obligations,
members and former members shall be entitled to receive their equitable
share of all the proceeds remaining to the extent practicable as
reflected
by the records.
ARTICLE
XIII
Notice
of meetings of Directors
The
President shall give personal or written notice to each advising the
date,
time, place, and purpose of each regular or special meeting of the
board
of directors; however, a director waives notice if he signs a Waiver of
Notice before, during or after the meeting.
ARTICLE
XIV
Indemnification
The
corporation shall indemnify its directors, officers, employees, and
agents
to the fullest extent permitted by, and in accordance with, Section
2-418
of the Corporations and Associations Article of the Annotated Code of
Maryland
as now in effect or subsequently amended.
ARTICLE
XV
Amendments
These
By-laws may be repealed or amended by a vote of the majority of the
members
present at any regular meeting of the corporation, or at any special
meeting
of the corporation called for that purpose, except that so long as any
indebtedness is held by or guaranteed by an outside mortgage holder,
the
members shall not have the power to change the purposes of the
corporation
so as to decrease its rights and powers under the law of the State, or
to waive any requirement of bond or other provision for the safety and
security of the property and funds of the corporation or its members,
or
so to amend the By-laws as to effect a fundamental change in the
policies
of the corporation without the prior approval of the mortgage holder in
writing.
We
certify that the foregoing By-laws were duly adopted by the members on
February 3, 1994, that the same are in full force and effect and have
not
been amended.
Given
under our hands and seal of the corporation on this 3rd day of
February,
1994.
###END
###
BY-LAWS
OF
BEACHES WATER COMPANY, INC
(Current As of March 10, 2004)
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