By-Laws
BY-LAWS OF EVERGREEN RURAL WATER OF WASHINGTON
As Amended August 30, 2023
ARTICLE I
The purpose 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
Section 1. The name of the Corporation is the Evergreen Rural Water of Washington.
Section 2. The principal office of this corporation shall be at a place within the state of Washington as the Board of Directors may determine from time to time.
ARTICLE III
The seal of the Corporation shall have a circle with the words “Evergreen Rural Water of Washington” inscribed around the outer perimeter and the words “Corporate SEAL” in the center.
ARTICLE IV
The fiscal year shall be the calendar year.
ARTICLE V
Section 1. Eligibility for Membership. Each member of the Association shall be classified as a Voting Member or Non-voting Member upon payment of dues in the amount established by the Board of Directors.
(a) Voting Member: Municipalities, Towns, sanitation districts, water districts, or water and/or wastewater sanitation districts, metropolitan districts, corporations, regional authorities or any entities engaged in the treatment and distribution of water and/or the collection and treatment of sewage and/or storm water management.
(b) Non-voting Member: Any person, firm, corporation, or organization adhering to the purposes of the Association and desiring to assist in the work of the Association may become an associate non-voting member.
Section 2. Delegates. Each voting member shall select a delegate and an alternate delegate to represent the member at the meetings of the association. Each voting member shall have one delegate and one vote at the meetings of the Association; provided the names of said delegates have been submitted to the Board of Directors or the Board’s designated representative prior to the Annual Meeting.
Section 3. Dues. Membership dues shall be determined by the Board of Directors of the Evergreen Rural Water of Washington.
Section 4. Liability of Members. The property of the members of the Association shall be exempt from execution for the debts and liabilities of the Association.
ARTICLE VI
Meeting of the Members
Section 1. Annual Meetings. The Annual Meeting of the members of the Association shall be held at a time and place in the State of Washington as determined by the Board of Directors and shall be held between the period of May 1st and April 30th. The order of business shall be:
Call to order
Report by Secretary of Delegates present and determination of quorum
Reading of the Notice of Meeting
Reading and approval of minutes of the last Annual Meeting
Presentation of the financial reports of the Association
Reports of Directors and Committees
Election of Directors
Unfinished Business
New Business
Adjournment
Section 2. Special Meetings. Special meetings may be called by the President or a majority of the Board of Directors.
Section 3. Notice of Meetings. A written or electronic notice shall be sent to each member at the address shown on the books of the Association at least ten (10) days and not more than forty-five (45) days prior to the date of any Annual or special meeting of the members.
Section 4. Quorum. At any meeting of the members, the members present shall constitute a quorum for the transaction of any business, which may properly come before said meeting.
Section 5. Voting. Each voting member of the Association shall be entitled to one (1) vote on each matter submitted to the Delegates at each Annual Meeting or special meeting thereof. All matters, except by-laws amendments which need a two-thirds vote, presented to such Annual or special meeting shall be decided by a majority vote of the delegates present in person or via online voting poll and entitled to vote.
ARTICLE VII
Section 1. Number and General Powers. The affairs of the Corporation shall be governed by the Board consisting of not less than seven (7) nor more than eleven (11) directors, with the specific number to be set by resolution of the Board. The maximum and/or minimum number of directors of the Board set forth above may be increased or decreased by the Board by resolution, provided that no decrease in the number shall have the effect of shortening the term of any incumbent director. The Board shall exercise all the powers of the Corporation, including but not limited to, developing policies, procedures and regulations for the operation of the Corporation and monitoring finances of the Corporation, the Corporation’s programs and performance, except such powers as expressly conferred upon or reserved to the members of the Corporation in these Bylaws, while serving the following membership regions (each a “Membership Region”) in the State of Washington:
Membership Regions:
North West
North Central
North East
Peninsula
West Central
East Central
South West
South Central
South East
The counties of the respective Membership Regions will be reviewed on an annual basis by the Board and may be reallocated among the Membership Regions as deemed necessary by the Board taking into account the demographic changes in the counties of these Membership Regions.
Section 2. Composition of the Board. Directors shall be elected by the System Members at the annual meeting of the members of the Corporation, although directors may also be elected by the System Members between annual meetings of the members of the Corporation. Beginning on 2004 annual meeting of the members, at which time the term of directors of the Board shall be staggered in the following manner: beginning on February 10, 2004, directors for director positions 1, 2, and 3 shall be elected to serve a term of three (3) years at the annual meeting of the members in 2004. Directors for director positions 7, 8, and 9 shall continue to serve on the Board and their successors shall be elected to serve a term of three (3) years at the annual meeting of the members in 2005. Directors for director positions 4, 5, and 6 shall continue to serve on the Board and their successors shall be elected to serve a term of three (3) years at the annual meeting of the members in 2006. Thereafter, unless a director dies, resigns, is removed, or otherwise becomes disqualified pursuant to Article VII, Section 3 of these Bylaws, each director elected to each director position shall serve a term of three (3) years or shall serve until the election and qualification of such director’s successor, whichever is later. Notwithstanding the foregoing, the Board may, in its discretion by resolution of the Board, establish an alternative term for any director as long as the directors’ terms are staggered.
Section 3. Qualifications. A Director must be a representative of a Voting Member of the Association in the Membership Region that they serve and must have the written approval of the governing body of the Voting Member in that Membership Region to serve as a Director of the Association or represent the Association on the National Rural Water Association Executive Committee. The Office of a Director shall be vacated in the event the Director ceases to qualify, pursuant to this section, to serve as a Director of the Association.
Section 4. Removals and Resignations. The Board of Directors may remove any member of the Board of Directors for just cause. The definition of “just cause” being: Nonfeasance, misfeasance, malfeasance, dishonesty or conviction of a felony or gross misdemeanor while performing their duties as a Director of Evergreen Rural Water of Washington and/or within the scope of their employment. Any member of the Board may be removed automatically for having missed any two (2) Board Meetings without a Board approved excuse within any given year of his/her term as Director if the Board meets quarterly; or, if the Board meets more often than quarterly, for having missed three (3) Board Meetings without a Board approved excuse within any given year of his/her term as Director. The definition of “approved excuse” shall be business or personal reasons that interfere or do not allow one to attend a scheduled meeting; business shall be defined as when an individual’s employer or agency does not allow them to attend a meeting due to commitments pertaining to their job; personal shall include but not be limited to sickness, vacation, bereavement leave, leave of absence from their job, jury duty or inability to obtain transportation or weather related interference. A member of the Board of Director’s or the Association’s Director must be informed of the excuse before the scheduled meeting or within 48 hours after the adjournment of the scheduled meeting (Saturday, Sunday and holidays excluded from the 48 hour requirement.) The members present at any meeting of the Association may remove any Director, declare a vacancy, and elect a new member of the Board (provided they reside in the Membership Region where the vacancy occurred)for just cause at any Annual or special meeting of the Association. Any member of the Board of Directors shall have the right to resign at any time by submitting his/her written resignation to the then President of the Association.
Section 5. Vacancies. Any vacancy occurring on the Board of Directors may be filled by the remaining Board of Directors until the next Annual Meeting of the Association provided that the vacancy is filled by a member from the Membership Region of where the vacancy has occurred.
ARTICLE VIII
Meeting of the Board of Directors
Section 1. There shall be four (4) quarterly Board of Directors Meetings ( 1st Quarter Jan – March, 2nd Quarter April – June, 3rd Quarter July – September, 4th Quarter October - December) per year for the purposes of transacting the business affairs of the association and electing officers of the Board when necessary.
Section 2. Special meetings of the Board of Directors may be held at any time when called by the President, or a majority of the Directors; reasonable notice of the time and place being given to each Director. A waiver of such notice in writing either before or after, the time stated herein shall be deemed equivalent to such notice. Notice of any adjourned meeting of the Board of Directors need not be given.
Section 3. Quorum. At all meetings of the Board, it shall take a majority of the Directors to constitute a quorum for the transaction of any business which may properly come before said meeting.
ARTICLE IX
Officers
Section 1. Number. The Association shall have as officers, a President, Vice-President, and a Secretary/Treasurer. These officers shall be elected by the Board of Directors and no Director may hold more than one (1) office.
Section 2. Election and removal. When necessary Officers of the Association shall be elected at the first quarter Board of Directors Meeting in any given year and may be removed by the Board of Directors at any time for just cause. The definition of “just cause” being: Nonfeasance, misfeasance, malfeasance, dishonesty or conviction of a felony or gross misdemeanor while performing their duties as Director of Evergreen Rural Water of Washington and/or within the scope of their employment.
Section 3. Term of Office. The term of office shall be for two (2) years.
Section 4. President. The President shall be the principal executive officer of the association and shall, in addition to the duties usual to such office, perform such other duties as the Board of Directors may, from time to time assign.
Section 5. Vice President. In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all of the restrictions upon the President. The Vice President shall perform such other duties as, from time to time, may be assigned to him/her by the Board of Directors
Section 6. Secretary/Treasurer. The Secretary/Treasurer shall be responsible for performance of the duties to such office; in general, perform all of the duties incident to the office of Secretary / Treasurer and such other duties as, from time to time, may be assigned to him/her by the Board of Directors.
Section 7. NRWA Director. The purpose of the NRWA Director is to serve on the NRWA Board of Directors as a voting member; to develop policies, procedures and regulations for the operation of NRWA and its affiliate associations; to monitor finances of the organization, its programs and performance. When notified by NRWA the Board of Directors shall nominate an ERWoW Board Member to be considered as their representative on the National Rural Water Association Board of Directors. Once approved by the NRWA Board the ERWoW representative’s term as a National Director is for three (3) years.
Section 8. ERWoW Directors. The purpose of the ERWoW Board of Directors is to serve the board as a voting member; to develop policies, procedures and regulations for the operation of ERWoW; to monitor finances of the organization, its programs and performance
ARTICLE X
Compensation of Officers and Directors
Section 1. Compensation. No officer or Director of the Association shall receive or be entitled to any compensation arising from or attributable to the execution of the duties of such officer or Director, provided, however, that the actual reasonable expenses of the officer or Director incurred on the business of the Association may, with the approval of the Board of Directors, be reimbursed.
ARTICLE XI
Power to Accept Donations
The Board of Directors shall have the power and authority to accept donations made to the Association for the furtherance of its purposes; provided, however, that the Board of Directors may reject any donation made upon a condition or restriction if, at the discretion of the Board of Directors, the donation, as so contained or restricted, will not be in the best interest of the Association.
ARTICLE XII
Dissolution
In the event of dissolution of the Corporation, or in the event it shall cease to carry out the objects and purposes herein set forth, all the business, property and assets of the Corporation shall go and be distributed to such non-profit corporation of like purpose or purposes as Directors of this Corporation may select an designate; and in no event shall assets and property, in the event of dissolution, go to or be distributed to members, either for the reimbursement of any sums subscribed, donated or contributed by such members, or for any other such purpose.
ARTICLE XIII
Amendments
These by-laws may be amended by a two-thirds vote of the delegates present and by proxy that are in good standing at any Annual Meeting of the Association, or any special meeting of the Association, provided that proper written notice of any proposed revision is mailed to the members at least thirty-five (35) days prior to the Annual Meeting or special meeting at which the amendment would be voted upon.
April 18, 1996 ARTICLE VI, Section 1
February 18, 1997 ARTICLE VII, Section 1
ARTICLE VII, Section 2
ARTICLE VIII, Section 3
February 17, 1998 ARTICLE VII, Section 2
ARTICLE VII, Section 4
ARTICLE VII, Section 5
ARTICLE IX, Section 2
February 18, 1999 ARTICLE II, Section 2
ARTICLE VIII Section 1
ARTICLE IX Section 2
ARTICLE IX Section 3
February 10, 2004 ARTICLE VI Section 2
ARTICLE VII Section 1
ARTICLE VII Section 2
ARTICLE VII Section 3
ARTICLE VII Section 4
ARTICLE VII Section 5
ARTICLE VIII Section 2
ARTICLE VIII Section 3
April 28, 2008 ARTICLE V Section 1
ARTICLE VII Section 3
ARTICLE VIII Section 1
ARTICLE IX Section 2
ARTICLE IX Section 3
