AMENDED BYLAWS
OF
ROCKVILLE
PIPELINE CO.
ARTICLE I
OFFICES
The
principal office of the corporation shall be located at
ARTICLE II
MEMBERS
Section 1. Membership. Every person or entity who is
an owner of a share of capital stock in the corporation shall be a member of
the Association and shall be entitled to one vote for each share of stock
owned.
Section 2. Qualification for Membership.
After
Section 3. Share Ownership. After the 30th
day of November, 1974, no individual, partnership, or corporation shall be able
to own more than one share of stock per actual water connection service at such
separate designated parcels owned or occupied by such stockholder.
In no instance shall two or more stockholders claim authority for
each to own one share of stock based upon the same water connection.
Section 4. Suspension of Membership. The rights
of membership are subject to the payment of quarterly and special assessments
levied by the Association. The
obligation for payment of assessments becomes a lien upon the stock as provided
herein. If a member fails to make payment of any quarterly or special
assessment levied by the Association within fifteen (15) days after the same
shall become due and payable, the voting rights of such member may be suspended
by the Board of Directors and such member's right to use water may be suspended
by the Board of Directors until such assessment, and any other fees associated
with collection of the assessment and reconnection to the water system, if any,
has been paid. Such rights of a member also may be suspended after notice
and hearing, for violation of these Bylaws, the Rules of Operation established
by the Board of Directors governing the use of the services, facilities or
equipment of the Association.
Section 5. Termination of Membership. If any member refuses or neglects to pay
assessments within thirty (30) days after the same shall become due and
payable, or upon the continuing violation of payment of assessments, the Board
of Directors may terminate that member's membership by selling the share(s)
held by that member at public auction. In the event of termination, the Board
of Directors shall give fifteen (15) days prior written notice of the
termination and the reasons therefore. Any written notice given by mail
shall be given by first-class or certified mail sent to the last address of the
member shown on the corporation's records and shall be deemed sufficient notice
for purposes of termination. The Board of Directors shall grant the member a
hearing not less than five (5) days before the date the share(s) shall be
auctioned.
The
Secretary shall, unless otherwise ordered by the Board of Directors, cause to
be published, as provided by law, a notice of the sale, at public auction, of
said stock, setting for the date and place of such sale, the amount or number
of shares to be sold and the name of the delinquent owner.
In the
event of a public auction of the shares, any prospective buyer shall be
required, in connection with a successful bid for the share(s), to identify the
property to which the shares shall be assigned in addition to complying with
the qualifications for membership under Section 2 of this Article. Upon
such sale, the Company shall remove the water meter from its current location
(unless said shares are assigned to that location).
ARTICLE
III
MEETINGS OF MEMBERS
Section 1. Annual Meetings. The annual meeting of
the members for the election of Directors, the presentation of the annual
financial report of the Association and for the transaction of such other
business as the Board of Directors may determine, shall be held on the first
Wednesday in February, at the hour of 7:00 p.m., unless the Directors, by
resolution, direct otherwise.
Section 2. Special Meetings. Special meetings of the
members may be called at any time by the President, the Chairman of the Board,
or by the Board of Directors, or upon written request of the members who are
entitled to vote one-third (1/3) of all of the votes.
Section 3. Notice of Meetings. Written notice of each
meeting of the members shall be given by, or at the direction of, the
Secretary or person authorized to call the meeting, at least ten (10) days
before such meeting to each member entitled to vote thereat, addressed to the
member's address last appearing on the books of the Association. Such notice
shall specify the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose of the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the
Section 4. Waiver of Notice. The notice provided for
hereinabove is not indispensable and any meeting of the members shall be deemed
validly called for all purposes if all members are represented thereat in person
or by proxy, or if a quorum is present and waivers of notice of time, place,
and purpose of such meeting shall be duly executed in writing either before or
after said meeting by those members not so represented or not given such
notice. The attendance of any member at a meeting in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him.
Section 5. Quorum.
The presence at the meeting of a majority of members holding capital
stock and entitled to vote, or of proxies entitled to vote, shall constitute a
quorum for any action. If, however, such quorum shall not be
present or represented at any meeting, the members entitled to vote thereat shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or be represented.
Section 6. Proxies. At all meetings of members, each
member may vote in person or by proxy. All proxies shall be in writing
and filed with the Secretary prior to the meeting for which the proxy is valid.
Every proxy shall be revocable and shall automatically cease upon
conveyance by the member of his property on which his water connection is located.
No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.
Section 7. Voting. If
a quorum is present, the affirmative majority vote of the membership
represented at the meeting shall be the act of all the members, unless the act
of a greater number is expressly required by law, by the Articles of
Incorporation, or these Bylaws. Upon
direction of the presiding officer or upon demand of a member, the vote upon
any business before a meeting shall be by ballot, but otherwise any such vote
need not be by ballot.
Section 8. Voting
List. The Secretary shall prepare and make at
least ten (10) days before every meeting of the members, a complete list of the
members entitled to vote at such meeting or any adjournment thereof, arranged
in alphabetical order, with the address of and the number of shares held by
each. Such list shall be available for inspection by any member
during the ten days prior to the meeting of members and during the whole time
of the meeting. Failure to comply with the requirement of this section
shall not affect the validity of any action taken at such meeting.
Section 9. Procedure.
The order of business and all other matters of procedure at every meeting of
members shall be determined by the presiding officer.
Section 10.
Minutes.
Minutes of all members' meetings will be mailed to all members within 60
days of the meeting.
Section 11. Action
Without a Meeting.
Whenever members are required or permitted to take any action by vote,
such action may be taken without a meeting on written consent, setting forth
the action so taken, signed by all members entitled to vote thereon.
Section 12. Voting by Mail.
Whenever members are required or permitted to take any action by vote, such
action may be handled by mail voting in the following manner, which may be, at
the determination of the Board, the sole method of voting or used in
conjunction with in-person voting. Ballots setting forth matters to be voted
upon shall be sent to each member by the corporate secretary not more than
sixty (60) days and not fewer than thirty (30) days before the date set for the
vote. Ballots shall instruct members to seal their ballot in a ballot envelope
and then place the sealed envelope into a larger envelope along with a signed
paper, provided by the secretary, identifying the member whose vote is
contained in the inner envelope. Ballots may be delivered to the secretary in
person or by mail. Upon receiving the ballots, the corporate secretary
shall open the outer envelope, remove the identification paper and record which
members have voted. The identification paper and outer envelope shall then be
separated from the ballot envelope. The ballot envelope shall be retained
by the secretary until opened on the date of the vote.
ARTICLE IV
BOARD
OF DIRECTORS
Section 1. General
Powers. The affairs of the corporation shall be
managed by its Board of Directors. Directors need not be residents of the State
of
Section 2. Number.
Tenure. and Qualifications. The number of Directors
shall be five (5). Directors shall be elected at the annual meeting for
terms of three (3) years and until the election and qualification of his
successor, with an odd number of Directors elected in odd-numbered years and an
even number of Directors elected in even-numbered years. Every director
shall be a holder of at least one share of the capital stock of the Company as
shown by the books of the corporation. Whenever any directors shall cease
to be a stockholder of record, he shall cease to be a director and the
remaining directors may declare his office vacant and proceed to appoint
a successor in the manner prescribed herein.
Section 3. Removal. Any Director may be removed from
the Board with or without cause, by a majority vote of the members of the
Association and any Director who shall be absent from three (3) consecutive
Board meetings shall be automatically removed from the Board unless determined
otherwise by the Board. In the event of death, resignation, or removal of a
Director, a temporary successor shall be selected by the remaining members of
the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation.
Any salary, commission, expense, allowance, or other compensation to be paid
any director of the corporation whose duties are hereinabove set forth shall be
fixed, from time to time, and shall be reported to the stockholders, by the
Board, but in any event, each director shall receive no more than the current
price allowed by the Company for one day's work, for attendance at any meeting
of the Board, and shall receive no other salary or compensation whatsoever for
his services as a director of the Company, provided, however, that nothing
herein contained shall be construed as precluding any director, legally and
properly employed, from serving the corporation in any other capacity and
receiving compensation therefore.
Section 5. Vacancies.
Any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an
increase in the number of Directors, shall be filled by the Board of Directors.
A Director appointed to fill a vacancy shall serve for the unexpired term of
his predecessor in office.
ARTICLE V
MEETINGS
OF DIRECTORS
Section 1. Regular
Meetings. Regular meetings of the Board Of
Directors shall be held at such date, time and place as may be determined from
time to time by resolution of the Board of Directors, without other notice than
such resolution. Additional regular meetings shall be held at the principal
office of the corporation in the absence of any designation in the resolution.
Section 2. Special
Meetings. Special meetings of the Board of
Directors shall be held whenever called by the president, the vice-president,
or by a majority of the directors at that time being in office.
The secretary shall give oral or written notice of each special meeting
at least four hours before such meeting to each director, but such notice may
be waived by any director. Unless
otherwise indicated in the notice thereof, any and all business of the Company
may be transacted at a special meeting.
Section 3. Quorum. A majority of the number of Directors shall
constitute a quorum for the transaction of business.
Section 4. Action
Without a Meeting.
Whenever the Directors are required or permitted to take any action by
vote, such action may be taken without a meeting on written consent, setting
forth the action so taken, signed by all Directors. Such documents may be
executed in counterpart.
Section 5. Board Decisions. The act of a majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the act of a greater number is required by law
or by these bylaws.
ARTICLE VI
POWERS
AND DUTIES OF THE BOARD OF DIRECTORS
Section I. Powers. The Board of Directors shall have power to:
(a)
adopt and publish rules and regulations governing the use of water and the
roads, the equipment and facilities of the Association and to establish penalties
for the infraction thereof;
(b)
suspend the voting rights, rights to use of water, and any other rights of a
member during any period in which such member shall be in default in the
payment of any assessment levied by the Association. Such rights may also be
suspended for a period of not to exceed sixty (60) days, after notice and
hearing, for infraction of any published rules and regulations;
(c)
terminate membership as provided in Article I, Section 5.
(d)
enter into contracts, employ a watermaster, manager, an independent contractor
or such other employees as they deem necessary, and to prescribe their duties;
(e)
exercise all powers, duties and authority vested in or delegated to this
Association and not reserved to the membership by other provisions of these
Bylaws, by law, or by the Articles of Incorporation.
(f)
the Board shall have the express power to fix, levy, and collect water
assessments and charges in such manner and in such amount as they shall, from
time to time, determine.
Section 2. Duties.
It shall be the duty of the Board of Directors to:
(a) cause
the property, equipment and facilities of the Association to be maintained.
(b)
cause to be kept a complete record of all its acts and corporate affairs and to
present a statement thereof to the members at the annual meeting of the
members, or at any special meeting when such statement is requested in writing
by one-half (1/2) of the members who are entitled to vote;
(c)
supervise all officers, agents and employees of this Association, and to see
that their duties are properly performed;
(d)
fix the amount of the quarterly assessment against each share at least thirty
(30) days in advance of each quarterly assessment period;
(e)
send written quarterly written assessments to each share that allow thirty (30)
days in which to pay the assessment.
(f)
Bring an action at law for unpaid assessments against the owner personally
obligated to pay the same, or foreclose the lien against the stock, or take
other action to collect unpaid assessments, including the termination of
membership through the sale of stock.
(g)
furnish a certificate upon demand, and for a reasonable charge, signed by an
officer of the Association setting forth whether the assessment for a specified
share has been paid;
(h)
procure and maintain adequate liability and hazard insurance on property owned
by the Association;
(i)
cause all officers or employees having fiscal responsibilities to be bonded, as
it may deem appropriate.
ARTICLE
VII
OFFICERS
Section 2. Election and Term of Office.
The officers of the corporation shall be elected annually by the Board of
Directors at the regular annual meeting of the Board of Directors. If the
election of officers is not held at such meeting, such election shall be held
as soon thereafter as is convenient. New offices may be created and filled at
any meeting of the Board of Directors. Each officer shall hold office until his
successor has been duly elected and qualified.
Section 3. Removal. Any officer elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
officer so removed.
Section 4. Resignation. Any
officer may resign at any time by submitting a written resignation to the Board
of Directors.
Section 5. Vacancies. A vacancy in any office, because of death,
resignation, removal, disqualification, or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.
Section 6. President. The president
shall preside at all meetings of the Directors and members and shall have
general charge and control over the affairs of the Company subject to the Board
of Directors. The president shall keep the Board of Directors fully
informed and shall freely consult with them concerning the business of the corporation
in his charge.
Section 7. Vice President. The vice president shall
perform such duties as may be assigned to him by the Board of Directors. In
case of death, disability, or absence of the president, the vice president
shall perform and be vested with all of the duties and powers of the president.
Section 8. Secretary
and Treasurer. The secretary and
treasurer shall have such powers and shall perform such duties as may from time
to time be specified in resolutions or other directives of the Board of
Directors. The secretary's duties shall include countersigning all certificates
of stock and checks of the Company and keeping a record of the minutes of the
proceedings of the meetings of the members and Directors, and giving notice as
required in these Bylaws of all such meetings and of the sale at public auction
of stock in this Company for the termination of membership. In the
absence of such other specifications, the secretary and treasurer each shall
have the powers and authority and shall perform and discharge the duties of
officers of the same title serving in non-profit corporations having the same
or similar general purposes and objectives as this corporation.
Section 9. Compensation.
Any salary, commission, expense, allowance, or other compensation to be
paid any officer whose duties are hereinabove set forth shall be fixed by the
Board of Directors and may be altered or changed from time to time by
appropriate resolution of said Board.
ARTICLE
VIII
CONTRACTS. CHECKS. DEPOSITS AND
GIFTS
Section 1. Contracts. The Board of Directors may authorize any
officer or officers or agent or agents of the corporation, in addition to the
officers so authorized by these Bylaws, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the corporation, and
such authority may be general or may be confined to specific instances.
Section 2. Checks.
Drafts. or Orders. All checks, drafts, or orders for
the payment of money, notes, or other evidences of indebtedness issued in the
name of the corporation, shall be signed and countersigned by persons specified
by resolution of the Board of Directors. In the absence of such
determination by the Board, such instruments shall be signed by the treasurer
or an assistant treasurer and countersigned by the president or vice president
of the corporation.
Section 3. Deposits.
All funds of the corporation shall be deposited from time to time to the
credit of the corporation in such banks, trust companies or other depositories
as the Board of Directors may select.
Section 4. Annual
Report. The Board of Directors shall present at
the annual meeting of the members the report of the treasurer, giving the
annual budget and a statement of income and expenses, and a report of other
affairs of the Association during the preceding year. The Board of Directors
shall provide all members, at the expense of the Association copies of said
annual budget and statement of income and expenses.
ARTICLE IX
STOCK
CERTIFICATES
Section 1. Certificates.
The certificates of stock shall be in such form, not inconsistent with the Articles or Certificate of
Incorporation, as shall be provided by the Board of Directors and shall be
signed by the president, or in the absence of the president, the vice
president, and shall be countersigned by the secretary, and attested by the
corporate seal. All certificates shall be consecutively numbered. The name of
the person or persons owning the shares represented by such certificate, with
the number of such shares and dates of issue, shall be entered on the Company
books.
Section 2. Transfer
of Certificates. All certificates of stock
transferred by endorsement thereon shall be surrendered for cancellation and
new certificates issued to the purchaser or assignee thereof, except in case of
lost certificates as hereinafter provided.
Section 3. Transfer of Shares.
Shares of stock shall be transferred, sold, assigned, or pledged by an
endorsement to the proper effect, in writing, on the back of such certificate
or share, and the delivery of such certificate by the transferor to the
transferee. No transfer shall be considered completed insofar as the
corporation is concerned until the same has been recorded on the books of the
Company. No transfers shall take place unless all assessments and charges
due by the present stockholder are paid in full. All surrendered certificates
shall be marked "canceled" with the date of cancellation, by the
secretary and shall be immediately posted in the stock book opposite the memorandum
of their issue.
Section 4. Holder
of Record. The corporation may treat the holder of
record of any share or shares of stock as the holder in fact thereof and shall
not be bound to recognize any equitable or other claim to or interest in any said
share or shares, on the part of any other person, whether or not it shall have
express or other notice thereof, save that it is expressly provided by the laws
of the State of Utah.
Section 5. Lost
or Destroyed Certificates. Any person claiming a certificate
of stock to be lost or destroyed shall make an affidavit or affirmation of that
fact in such manner as the Board of Directors may require and shall give the
corporation a bond in such form and with such sureties and in such amount as
the Board may determine, which shall be at least double the par value of the
stock represented by said certificate or certificates, to protect it or any
person injured by the issue of the new certificate from any liability or
expense which it or they may incur by reason of the original certificate
remaining outstanding; whereupon, a new certificate may be issued of the same
tenor and for the same number of shares as the one alleged to be lost or
destroyed, but always subject to the approval of the Board of Directors.
ARTICLE X
BOOKS AND RECORDS
The
corporation shall keep correct and complete books and records of account and
shall also keep minutes of the proceedings of its board of Directors having and
exercising any of the authority of the Board of Directors, and shall keep at
the principal office a record giving the names and addresses of the members
entitled to vote. All books and records of the corporation may be inspected at
the principal office of the Association by any member, for any proper purpose
at any reasonable time.
ARTICLE XI
FISCAL YEAR
The
fiscal year of the corporation shall be the calendar year.
ARTICLE
XII
WATERMASTER
If
deemed necessary by the Board, it shall appoint a Watermaster. His duties shall
be to repair the water system, or cause the same to be done when so authorized
and directed by the Board and to maintain the system and attend to such other
duties as shall be assigned to him by the Board. Subject to the approval of the
President or the Board, he may employ any necessary assistants and labor, and
discharge any person so employed. The Watermaster shall act as such only so
long as the Board may designate and may be removed by the Board at any time,
with or without cause. The Watermaster shall, as may be required by the
Board at any time, or by the President, file a report in writing or make a
report orally, whichever is requested, of the activities of the Watermaster and
the condition of the water system, or such other matters concerning the system
as may be requested, and shall perform such other duties as the President or
the Board may require.
ARTICLE
XIII
INDEMNIFICATION OF DIRECTORS
AND OFFICERS
Each
Director and officer of the Association now or hereafter serving as such shall
be indemnified by the Association against any and all claims and liabilities to
which he has or shall become subject while or after serving by reason of
serving as Director or officer, or by reason of any action alleged to have been
taken, omitted, or neglected by him as such Director or officer; and the
Association shall reimburse each such person for all legal expenses reasonably
incurred by him in connection with any such claim or liability to the full
extent allowed in the Utah Revised Non-Profit Corporation Act. The right
of indemnification hereinabove provided for shall not be exclusive of any
rights to which any Director or officer of the Association may otherwise be
entitled by law.
ARTCLE XIV
WATER REGULATIONS
Section 1. Use
of Water. All water furnished shall be
used in reasonable quantities and assessments shall take into account the
amount of water used per quarter as measured by taps or meters.
Section 2. Applications
to Connect to the Water System. No person shall be allowed to connect to the
water system of the corporation without first complying with the application
process described below, owning one share of stock in good standing, and
connecting to the main water system within one year of approval of the
application. In addition thereto, in
order to have a water share connect to the system, the requesting shareholder
shall present to the Board a Building Permit from the Town indicating that a
Building Permit has been issued for building a residence on a lot under the
standards adopted by the Town of
An applicant shall
apply to the Board and pay an application fee as fixed by the Board. The Board shall hold each application and fee
on a first come, first serve basis until water becomes available to grant such
application. The Board may periodically
send written notice to all applicants on the waiting list regarding the status
of applications and the availability of water.
Upon the availability of water, the Board shall notify the applicant,
who has one (1) year to improve his property sufficiently to connect to the
main water system, if improvements do not already allow for connection into the
system.
Failure to connect
to the main water system within one year will result in a forfeiture of that
applicant's position on the waiting list to the next junior applicant and his
application shall go to the bottom of the waiting list. For good cause shown, the Board may extend
the one year period for not more than an additional six (6) months.
If the application
is granted, the application fee will be applied to the applicant’s water bill,
assessments, or charges. If the application is denied, the application fee
shall be forfeited to the company. No
applications are transferable or assignable in any manner provided that the
Board may grant an exception if (1) there is evidence that the application was
not made for speculation, and (2) the property for which the application is
intended is being sold to a bona fide third party purchaser.
Applicants
may not purchase Stock until notified of the acceptance of their application,
and any stock certificate will not be issued until the connection is made at
completed designated parcels as hereinabove provided. Payments made for stock
purchased but not delivered due to forfeited application status will be
refunded.
The
application must state the location, kind of improvement to the land, number of
taps, number of previous water connections, and the entire area of ground to be
supplied, truly and fully state the purpose for which the water is to be used.
When such application is accepted by the Board of Directors and when the
applicant has complied with all Bylaws, rules, and regulations, and has
purchased and paid for one share of stock for each separate domestic
connection, the water master may designate which main or service pipe that is
most convenient for supplying the designated parcel of the applicant. Each
applicant is responsible for paying for the actual connection to the main water
distribution system and shall comply with the Bylaws and all other relevant
regulations in this respect.
Section 3. Quality
and Size of Pipe. The Board of Directors may prescribe the
quality and size of pipe used by the members to connect with the main water
distribution system, where the same will be laid and where connected with such
system, and in general specify all types and means of connection to be used,
type of meter, and similar matters.
Section 4. Pipes
to be Kept in Repair. All members taking water from the distribution
system shall keep their service pipes, connections, and other water apparatus
in good repair and protected from frost, vandalism or damage of any kind at
their own expense, but no person, except under the direction of the water
master or Board of Directors, shall be allowed to dig into the main
distribution system for the purpose of laying, removing, or repairing any
service pipe.
Section 5. Unauthorized
Use of Water. If any
member, or their tenants, guests or assigns, person or persons, after water
rights have been suspended on account of nonpayment of assessments or violation
of the rules or regulations or the Bylaws relating to the water supply, shall
turn the water on again or allow the water to be used without authority, he
shall be subject to prosecution for theft of water in the civil courts of the
county, it being the express intention of these Bylaws that any member or
person having the water turned off from his designated parcel for violation of
the rules, regulations, or Bylaws thereby forfeits all right to the use of such
water, during the continuance of such violation. All members shall be
responsible for the actions of their tenants, guests, or assigns to pay the
costs of any required repairs.
Section
6. Inspections. The Board of Directors; or its authorized
representative, will have the right upon reasonable notice, or in the event of
an emergency without notice, to inspect the water system within any parcel or
dwelling or other structure, to examine the apparatus, amount of water used,
manner of use, and to make all necessary shut-offs for vacancy, delinquency,
and/or violations of Bylaws or the rules and regulations adopted by the Board.
Section 7. Equal Rights. Excepting as otherwise provided in the
Articles of Incorporation or these Bylaws, all members shall have equal rights
to the use of water.
Section
8. Control of Water System and
Distribution. The
Board, through its duly authorized agents and employees, shall have exclusive
control over the water system.
Section
9. Meters. If the board, in its discretion, shall
determine to have one or more parcels of land metered, the land owner or owners
may be required, after reasonable notice, to install a meter of a make or kind
approved by the Board at the expense of the land owner or owners.
Section
10. Watermaster
to Read Meters. The Watermaster shall have the right, at
reasonable times and intervals, to go upon the lots and/or into any buildings
where water meters are installed for the purpose of checking and reading the same.
Section 11. Water
Rates. Water
rates may be established, amended and repealed from time to time by resolution
of the Board.
Section 12. Scarcity
of Water. In the
event of the scarcity of water, whenever it shall, in the judgment of the Board
of Directors be necessary, the Board may limit, on a pro rata basis. the use of
water for other than necessary domestic purposes to such extent as may, in the
judgment of the Board, be acquired for the public good. The Board shall not be
liable to any member or water user by reason of stoppage or interruption to the
water supply caused by scarcity of water.
ARTICLE XV
ASSESSMENTS
Section
1. Quarterly and Special
Assessments. Each
member is obligated to pay to the company a quarterly assessment, and all members
are obligated to pay special assessments. Assessments are secured by a
continuing lien upon the stock. No owner
may waive or otherwise escape liability for the assessments provided for herein
by non-use of the facilities of the company or abandonment of his property.
Section 2.
Creation of the Lien and Personal Obligation of Assessments. Every member and each subsequent owner of any
land by acceptance of a share of stock therefore, covenants and agrees to pay
to the company (1) quarterly assessments or charges, (2) special assessments
for capital improvements, such assessments to be fixed, established, and
collected from time to time as hereinafter provided, and (3) interest, costs of
collection and a reasonable attorney's fee, as hereinafter provided. All such
amounts shall be a charge on the stock. Such assessments and other amounts
shall be the personal obligation of 'the person who was the owner of such
property at the time when the assessment fell due. Successors-in-title shall
not be personally liable for assessments delinquent at the time they took title
unless that obligation is expressly assumed by them.
Section
3. Purpose
of Assessments. The assessments levied by the Directors shall
be used exclusively for the purposes set forth in the Articles of Incorporation
and in particular for the improvement and maintenance of the property and
services of the company, including the establishment of a cash reserve for
repair, maintenance, taxes and other charges.
Section 4.
Quarterly Assessments. After consideration of the financial needs of
the Association, the board shall fix the quarterly assessment.
The quarterly assessment shall commence as to a share on the first day of the
month following when the member obtains a connection to the water system. The
first quarterly assessment shall be adjusted according to the number of months
remaining in the quarter. On the first day of the commencement of each new
quarterly assessment period, the Directors shall send or cause to be sent a
written notice of the immediately previous quarterly assessment to each owner
subject thereto. Receipt of notice shall not be a pre-requisite to validity of
the assessment.
Section 5.
Special Assessments for Capital Improvements. In addition to the quarterly assessments, the
Board of Directors may levy in any assessment year against all members, a
special assessment, applicable to that year only. Special assessments may only
be levied to defray, in whole or in part, the cost of any construction,
reconstruction, repair or replacement of a capital improvement of the
Association. Special assessments must have the assent of one-half (1/2) of the
votes of the members authorized to vote who are voting in person or by proxy,
at a meeting duly called for this purpose, written notice of which shall be
sent to all members not less than ten (10) days nor more than sixty (60) days
in advance of the meeting setting for the purpose of the meeting.
Section 6. Rate
of Assessment.
Quarterly and special assessments must be fixed at a uniform and
reasonable rate per lot or connection for each classification of members to
whom the assessment applies. The Directors may determine the classification and
rates for each classification.
Section
7. Time and Record of Assessments. The assessment due dates shall be established
by the Directors. The Directors may provide for the payment of quarterly and
special assessments in equal installments throughout the assessment quarter.
The Directors shall prepare a roster of the members and the assessments
applicable to them at the same time that it shall fix the amount of the
quarterly assessment, which roster shall be kept by the Treasurer of the
Association, who shall record payments of assessments and shall allow
inspection of the roster by any member at reasonable times.
Section 8. Effect
of Non-Payment of Assessment - Remedies of the Company. Any assessment or installment thereof not
paid within fifteen (15) days after the due date therefore shall be delinquent
and shall bear interest from the due date at fifteen percent (15%) until paid.
In addition, the Directors may assess a reasonable late fee for each
delinquent.
The
Directors may. in the name of the company. (a) bring an action at law against
the owner personally obligated to pay any such delinquent assessment without
waiving the lien of assessment, or (b) may foreclose the lien against the stock
in accordance with the laws of the State of Utah, or in any manner permitted by
law, ( c) may restrict, limit, or totally terminate any or all services
performed by the Association in behalf of the delinquent member, and/or sell at
public auction the shares of the delinquent member and thereby terminate
membership. There shall be added to the amount of any delinquent assessment the
costs and expenses of any action, sale or foreclosure, and a reasonable
attorney's fee.
ARTICLE
XVI
RULES AND REGULATIONS
The
members shall at all times obey such rules and regulations passed by the Board
of Directors, and shall use their best efforts to see that they are faithfully
observed by their lessees, invitees and the persons over whom they have or may
exercise control or Supervision, it being clearly understood that the rules and
regulations apply and are binding upon all the owners.
ARTICLE
XVII
SEAL
The
corporate seal of this Company shall be provided by the Board of Directors, and
contain the name of the Company. It shall be in the charge and custody of the
president.
ARTICLE XVIII
AMENDMENT
OF BYLAWS
These
bylaws may be altered, amended, repealed, and new bylaws may be adopted by a
majority of the members present at any regular meeting or at any special
meeting noticed for such purpose, and said notice to specify the nature of such
contemplated change, additions, or repeal.
CERTIFICATE
OF SECRETARY
KNOW ALL PERSONS BY THESE
PRESENTS:
The undersigned, Secretary of ROCKVILLE PIPELINE CO., does hereby
certify that the foregoing Amended Bylaws were duly adopted by the
Incorporators of the Corporation as the Bylaws of the Corporation on the 7th day
of March, 2007, and that the adoption of such Amended Bylaws were ratified and
approved by the Board of Directors of the Corporation at a meeting thereof duly
called and held on the 7th day of
March, 2007.
IN WITNESS WHEREOF, the
undersigned has subscribed his or her name and affixed the seal of the
Corporation on this 7th day of March,
2007.
________________________________
Robert Snyder, SECRETARY