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Green Acres Water Association By-Lawstit LJ V? Lij 0- 0 0 in NE O s W cn CL oZS C= a 0 m BY-LAWS OF GREEN ACRES WATER ASSOCIATION ARTICLE I -- OFFICES 1. The principal office shall be at the home of the Secre- tary, in Green Acres or Knolls Addition to the City of Kalispell, Montana, post office address, Kalispell, Montana. 2. The Corporation may also have offices at such other places as the Board of Directors from time to time appoint, or the business of the Corporation may require. ARTICLE II -- MEETINGS OF MEMBERS 1. All meetings of the members shall be held at the princi- pal office of the Corporation at Kalispell, Montana, or at such other place as shall be determined, from time to time, by the Board of Directors, and the place at which such meeting shall be held shall be stated in the notice and call of the meeting. A change in the place of meeting shall not be made within ten (10) days next before the day on which an election of directors is to be held, and a notice of any change shall be given ten (10) days before the election is to be held. 2. The Annual Meeting of the members of the Corporation for the election of Directors to succeed those whose terms ex - pare and for the transaction of such other business as may prop- erly come before the meeting, shall be held each year on the fourth Saturday in April, if not a legal holiday, and if a legal holiday, then on the day following, at 8:00 o'clock in the evening. If the annual meeting of the members be not held as herein prescribed, the election of Directors may be held at any meeting thereafter called pursuant to these By -Laws. At all meetings_. of members the -voting -may be -viva vote, but a majority of the qualified voters then present may demand a written ballot. No member may vote by proxy. 3. Order of Business -- At the annual meeting of the mem- bers the order of business shall be as follows: 1. Calling meeting to order. 2. Proof of notice of meeting. 3. Reading of minutes of last previous annual meeting. 4. Reports of officers. 5. Reports of committees. 6. Election of directors. i. Miscellaneous business. 4. Special Meetings of Members shall be called as provided by these By -Laws. Special meetings of the members may be called by the Pre- ident, or in his absence by the Vice -President, or by a majority of the Board of Directors, and shall be called at any time by the President or the Vice -President, or the Secretary or the Treasurer upon the request of 51% or more of the members, entitled to vote at such meeting. 5. Notice of the time and place of the annual meeting of members shall be given by mailing a notice of call of such meeting to all paid up members, as shown by the membership register and records of the Secretary, to their respective ad- dresses as shown by such register at least fourteen days and not more than thirty days prior to the meeting, and notice of the time and place of special meetings shall be given in the same manner; 6. A quorum at any annual or special meeting of members shall consist of seven (7) or more persons holding paid -up regular membership certificates; If a quorum be not present at a properly called Members' meeting, the meeting may be adjourned by those present and upon giving notice of such adjourned meeting, for at least five days by one publication in one or more newspapers printed and published in Flathead County, which notice shall contain the time and place of holding such adjourned meeting and a statement of the pur- pose of the meeting and that the previous meeting failed for lack of a quorum and that under the provisions of this section it is proposed to hold the adjourned meeting with a quorum of those present, then at such adjourned meeting, except as may be otherwise required by law or provided in the Articles of Incor- poration, any number of members entitled to vote thereat shall constitute a quorum and the votes of a majority of those present at such meeting shall.'be sufficient tb transact business. 3- 7. Two inspectors of election shall be appointed by the presiding officer, before or at each meeting of the members of the corporation, at which an election of Directors shall take place. The inspectors shall receive and take in charge all ballots and shall decide all questions touching upon the qualifications of voters, and the acceptance and rejection of votes. In case of a tie vote by the inspectors on any question the presiding officer shall decide. ARTICLE III - MEMBERSHIP 1. Certificates of Membership shall be issued in numer- ical order, and each member shall be entitled to a certificate signed by the President or Vice -President, and,the Secretary, certifying to the ownership by said member and the terms of such membership, provided that the lithographic or printed signa- ture of such officers may be used. Z. Certificates of membership shall be transferable, only to landowners, by deed or contract, within Green Acres and Knoll's Addition to Kalispell, Montana, or any additional areas, included by vote of the membership. If the membership to be transferred does not have an established and approved takeoff, than using water, the transfer must be first approved by the Board of Directors. On transfer of membership for takeoff then in use, notice of transfer must be filed and new owner must sign the By - Laws within l5 days from date of sale. -4- 3. Memberships shall be of the following kinds, issued upon payment to the Corporation of either of the following fees: (a) Regular memberships including all those persons now holding stock in Green Acres Water Association, a non -incorporated association, and all those persons now receiving water in Knolls Addition to Kalispell, Montana, and any additional area, included by vote of the member- ship in the area serviced by the Corporation. Membership fee shall be Two Hundred Dollars, except for stockholders in old Green Acres Water Association and water users now owning property in Knolls Addition, buying additional membership, which shall be the sum of One Hundred Dollars. Stockholders in old Green Acres Water Association shall be issued membership certificate upon surrender of their respective stock certificates and the signing of these By -Laws. All regular members must sign By -Laws and are subject to assessments as hereinafter provided. (b) Reserved memberships, are hereby declared for the following. C. E. Conrad Estate, Inc. four (4) and for such additional persons as the members may hereafter authorize at regular or special meeting. Reserved member- ships are non -voting and likewise non -assessable. Reserved memberships are transferable only to landowners, as described in paragraph 2 of Article III, above. Reserved memberships may be converted into regular memberships by paying the regular membership fee and the assessments to regular members, in the current fiscal year, and the per- son to whom issued signing these By -Laws. 4. In case of Loss or Destruction of any certificate of Membership another may be issued in its place upon such proof of such loss or destruction as the Board of Directors may provide. 5. Regulations. The Board of Directors shall have the power and authority to make all such rules and regulations as it may deem expedient concerning the issuance and registration of cer- tificates of membership of the corporation, not inconsistent with the laws of Montana, the Articles of incorporation of the Corporation and these By -Laws, and the rules for expulsion or suspension of Members. 6. Voting. The registered owners of each Regular Membership shall be entitled to one vote for each membership certificate issued. ARTICLE IV - BOARD OF DIRECTORS 1. The management of all the affairs, property, and inter- est of the Corporation shall be vested in a Board of Directors, consisting of five persons, who shall be elected for a term of one year, and shall hold office until their successors are elected and qualify. Directors must be members. In addition to the powers and authorities by these By -Laws and the Articles of In- corporation expressly conferred upon it, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By -Laws directed or required to be 0 exercised or done by the members. 2. When authorized by two-thirds vote of the members attend- ing a regularly called meeting, the Board of Directors at any regular or special meeting shall have authority to sell, lease, mortgage, exchange or otherwise dispose of the whole or any part of the property and assets of every kind and description of the Corporation, for cash or upon terms or for property, and at such price or value as may be deemed by said Board to be to the best interests of the Corporation. 3. All vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may, except as otherwise may be provided in the Articles of Incorporation, be filled by the remaining Directors or a majority of the remaining Directors attending a regular or special meeting called for that purpose, W W -6- . 4. .4 even though less than a quorum be present, or by the members at any regular or special meeting held prior to the filling of such vacancy by the Board of Directors as above provided. A director thus elected to fill any vacancy shall hold office for the unex- pired term of his predecessor and until his successor is elected and qualified. 4. Regular meetings of the Board of Directors may be held without notice at the principal office of the Corporation or at any such other place or places as the Board of Directors may from time to time designate. S. Special Meetings of the Board of Directors may be called at any time by the President, or in his absence by the Vice -President, or by any three Directors, to be held at the principal office of the Corporation or at such other place or places as the Directors may from time to time designate. 6. Notice of all special meetings of the Board of Directors shall be given to each director by two days service of the same by telegram, by letter, postal card or personally. 7. A majority of the whole Board of Directors shall be necessary at all meetings to constitute a quorum and may adjourn any meeting, which may be held on a subsequent date without further notice provided a quorum be present at such deferred meeting. ARTICLE V -- OFFICERS 1. The officers of the Company who shall be Directors, shall be a President and a Vice -President, and a Secretary- -7- Treasurer, such officers shall be elected for one year by the Directors at their first meeting after the annual meeting of members and who shall hold office until their successors are elected and qualify. 2. The President shall preside at all meetings of Members and Directors, shall have general supervision of the affairs of the Corporation, shall sign or countersign all certificates, con- tracts, and other instruments of the Corporation as authorized by the Board of Directors, shall make reports to the Board of Directors and members and perform all such other duties as are incident to his office or are properly required of him by the Board of Directors. 3. Vice -President. During the absence or disability of the President, the Vice -President shall exercise all the func- tions of the President. The Vice -President shall have such powers and discharge duties as may be assigned to him from time to time by the Board of Directors. 4. The Secretary shall issue notices for all meetings, except that notice for Special Meetings of Directors called at the request of the three Directors, as provided in Section 6 of Article 1V of the By -Laws, may be issued by such Directors, shall keep minutes of all meetings, shall have charge of the seal and the corporate books, and shall make such reports and perform such other duties as are incident to his office, or are properly required of him by the Board of Directors. WE 5. The Treasurer shall have the custody of all moneys and securities of the corporation and shall keep regular books of account. He shall disburse the funds of the Corporation in payment -of the just demands against the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors from time to time as may be required of him, an account of all his transactions as Treasurer and of the financial condition of the Corporation. He shall perform all duties incident to his office or that are properly required of him by the Board of Directors. 6. In the case of absence or inability to act of any officer of the Corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other office of any Director or other person whom it may select. 7. Vacancies in any office arising from any cause may be filled by the Directors at any regular or special meeting. 8. The Board of Directors may appoint such other officers and agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. 9. The salaries, if any, of all officers and agents of the Corporation shall be fixed by the Board of Directors, it being the intention that wherever possible all services for the Corpora- tion shall be gratuitous. I 4 0 ■s 10. The officers of the Corporation shall hold office until their successors are chosen and qualify. 11. The Board of Directors may, by resolution, require any and all of the officers to give bonds to the Corporation, with sufficient surety or sureties, conditioned for the faithful per- formance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors. 12. Any officer or director of the corporation may be re- called and such officer's term ended at a Special Meeting of the members, called for such purpose. ARTICLE VI -- DEPOSIT OF FUNDS 1. The moneys of the Corporation shall be deposited in the name of the Corporation in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn out only by check signed by per- sons designated by Resolution by the Board of Directors. ARTICLE VII -- BOOKS AND RECORDS 1. The books, accounts and records of the Corporation, except as may be otherwise required by the laws of the State of Montana, may be kept at such place or places as the Board of Directors may from time to time appoint, and shall be open to the inspection of the members at all reasonable times, under rules to be promulgated by the Board of Directors. ARTICLE VIII -- NOTICES 1. Whenever the provisions of the statute or these By - Laws require notice to be given to any Directors, Officer or Member, they shall not be construed to mean personal notice; such notice may be given in writing by depositing the same in a post office or letter box, by a postcard or sealed wrapper, addressed to such Directors, officer or member at his or her ad- dress as the same appears in the books of the Corporation, and the time when the same shall be mailed shall be deemed to be the time of the giving of such notice, or notice may be given by publication as in these By -Laws provided. 2. A waiver of any notice in writing, signed by a Member, Director or Officer, whether before or after the time stated in said waiver for holding a meeting, shall be deemed equivalent to a notice required to be given to any Director, Officer or Member. ARTICLE IX - SEAL 1. The corporate seal of the Corporation shall consist of two concentric circles, between which shall be the name of the Corporation, to -wit: "Green Acres Water Association" and the words "Non -Profit Corp. Kalispell, Mont." and in the center shall be inscribed the word "SEAL". ARTICLE X - AMENDMENTS 1. Alterations, amendments or repeals may be made by two- thirds of the persons entitled to vote at any regular or special meeting if the notice of such meeting contains a statement of the proposed alteration, amendment or repeal. ARTICLE XI -- OWNERSHIP OF PIPE LINES AND RIGHT-OF-WAY 1. All the certain water mains and pipe lanes, together with all easements, heretofore held and owned by the Green Acres Water Association, an unincorporated association, formed by con- tract dated December 14, 1945, between C. N. Fairbanks, and others, to hold, own and operate a water distribution system to the in- dividual takeoffs or outlets for the lands of such parties, and the extension or extensions of said mains through Knolls Addition to Kalispell, Montana, as marked on plat, to be hereafter pre- pared, approved by the Board of Directors, and filed in the office of the Secretary, as corporation property, is and shall be, by the signing of these By -Laws and the acceptance of Membership Certificate, sold, assigned and transferred to the corporation, to have and to hold the same to said corporation, its successors and assigns, forever. 2. All members signing these By -Laws hereby give and grant to the corporation, its successors and assigns, forever, an ease- ment or right-of-way over and across their respective lands, in each and every place where said water mains are now located, as desig- nated on plat referred to in Section 1 of This Article, together with the full right to maintain, repair and replace said water mains, at the sole discretion of the corporation, or its officers, and together with any right-of-way necessary to carry out the pro- visions of these By -Laws. -12- 3. Members signing these By -Laws further agree to execute any formal assignment deemed necessary to effect or carry out the purposes of this Article XI, in the sole discretion of the corporation or its officers. 4. The Corporation by the adoption of these By -Laws and the signing thereof by the members, hereby disclaims any owner- ship in laterals, as so indicated on the plat referred to in Section 1 of this article and hereby declares and the members hereby likewise declare that all repairs, maintenance and replace- ment costs and damages caused by or to said laterals shall be the charge and responsibility of the individual owners of the land upon which such laterals may be located, subject, of course to agreements between individual owners as to their respective in- dividual responsibilities. 5. Members owning lands situate in said Knolls Addition, hereby warrant that no persons, other than such members, own or hold any right, title or interest in and to the certain mains, designated as such in said Knolls Addition on the plat referred to in Section 1 of this Article. ARTICLE XII - ASSESSMENTS 1. All regular members holding Membership Certificates shall be subject to such annual assessments, for repairs, maintenance, replacements, and to cover any emergencies as may be necessary to carry on the purposes and business of the corporation, as may be levied or voted by the members at the Annual Meeting', or a Special Meeting, called for that'purpose. Assessments for emergencies may be levied by the Board of Directors, at any regular or -13- L W special meeting. No assessment exceeding $25.00 may be levied 0in any fiscal year and all assessments shall be equal in amount 0 and be levied upon all regular members. In any fiscal year in CO which an assessment has been levied as herein provided, if any additional memberships are authorized in said year, the same assessment as levied on other members shall be collected by the Secretary -Treasurer, in addition to the membership fee, prior to the issuance of Membership Certificate to such new member. 2. No transfer of any Membership Certificate shall be made until any and all assessments levied against such Membership Certificate shall have been paid; nor may any member purchase additional Memberships, while any assessment remains unpaid against the Membership Certificate then held. rr 3. All assessments shall be due and payable within thirty 5Md (30) days from and after the date of the meeting at which levied. Any assessment not paid to the Secretary -Treasurer within such W period shall be deemed delinquent and shall draw interest at 6% from date of delinquency, until paid. Any membership and member- ship certificate or certificates of any delinquent member may be sold for the delinquent payment or payments in the following 0 0 manner; Cn (a) The Board of Directors, at any regularly called meeting of such Board, shall pass a resolution or motion directing the Secretary to sell all memberships and membership certificate or certificates of such delinquent member; -14- (b) The Secretary shall thereupon give notice of sale of any membership and membership certificate or certificates, at public auction, to the highest qualified bidder, for cash, at a time and place to be specified in said notice, not less than thirty (30) days nor more than sixty (60) days from the date of said notice, and shall mail to such member at the address listed on the cor- poration records, by registered mail, a signed copy of such notice of sale, at least thirty (30) days prior to said date of sale, and shall likewise cause said notice of sale to be published, once a week for four successive weeks in a weekly or daily news- paper published in Kalispell, Montana, the first of which publica- tions shall be at least thirty (30) days prior to the date of such sale; (c) At the time and place fixed for said sale, the Secretary shall sell any membership and certificate or certificates, to the highest qualified bidder for cash and shall thereupon deposit in the corporation treasury sufficient of said selling price to pay any and all obligations of such delinquent member to the corporation, and any over -plus of said selling price shall be credited to such member, to be paid to said member upon surrender of said membership certificate or certificates to the corporation and upon the severance of any connection or the disconnecting of the take -off from the corporation's water mains to the residence or property theretofore receiving water from or through said corporation water mains, -15- (d) If there are no other bidders, offering a higher price, the said memberships and certificate or certificates shall be sold to the corporation for the total delinquency, including accrued interest, of such member, and the corporation shall thereafter own and hold said memberships and certificate or cer- tificates, and all right and title therein, to be held or disposed of by the Board of Directors, as in these By -Laws provided; (e) If the delinquent member shall own and hold more than one membership certificate, the Secretary at the time of such sale shall offer for sale first any one or more membership certificates and memberships of said delinquent member not in use or not connected with the home or residence of such member, and, if the proceeds from the sale thereof shall be sufficient to pay the entire delinquency of such member, then no further sale of additional memberships or membership certificates shall be made, except upon a -delinquency for one or more subsequent assessments. (f) If any membership or membership certificate shall be sold as herein provided to a qualified bidder, the Secretary, upon receiving the sum bid, shall cause a new membership cer- tificate to be issued to such bidder and such bidder shall, upon signing these By -Laws and receipting for said certificate, be qualified for and entitled to the rights and privileges of all regular members. (g) Only those persons qualified under Section 2 of Article III of these By -Laws are qualified to bid at any sale held under the provisions of this Article. ARTICLE XIII - REGULATION AND CONTROL OF PROPERTIES All property of the corporation and all rights and privileges of all members and all membership certificates shall be and are hereby declared to be held subject to the following: 1. All rules, regulations and ordinances of the City of Kalispell, Montana, pertaining to or in any way concerning the delivery, use, sale and payment for water, from the Water Depart- ment of said City; 2. All rules, regulations and orders of the Public Service Commission of the State of Montana; and all laws of the State of Montana; 3. The Corporation hereby reserves the right and right-of- way to make any inspections deemed necessary by the Board of Directors to ascertain possible violations of any matter within the scope of this Article, and to disconnect water connections from corporation mains to premises where such violations exist; 4. Only one dwelling or family unit may receive water through corporation mains under one membership; agricultural use of water through corporation mains, excepting for watering incidental live- stock, care of lawn and family garden, shall be prohibited; and commercial use of water shall be permitted only by permission of the Board of Directors, and then only where the amount of water used would be comparable to the use in and for an average home, -17- 5. Where, through failure to pay assessments, the member- ship under which any premises has heretofore received water through corporation mains has been sold to the corporation or to a third person; then the connection from said premises to corporation mains shall forthwith be severed, disconnected or shut off and said premises and the owner thereof shall have no right to receive water through said mains or to maintain any connection with said mains; 6. All take -offs or connections from individual premises to corporation mains shall be constructed in accordance with rules and regulations of the City of Kalispell shall not exceed 3/4 inch diameter and shall be constructed or made at the expense of the member whose premises are to be serviced thereby, and such member shall likewise be responsible for all maintenance and replacements, and damages caused thereby; ARTICLE XIV - SALE OF ADDITIONAL MEMBERSHIPS 1. Without first obtaining permission from the City of Kalispell for additional takeoffs on corporation mains, no addi- tional memberships, whether regular or reserved, shall be sold by the corporation. 2. The Board of Directors shall have power to sell one addi- tional membership per year to each member of the corporation, subject to the permission required in Section 1 of this article; but sale of more than one additional membership in any year must be approved by the members in regularly called meeting assembled; 3. Members buying additional memberships must first specify the tract for which such membership is'purchased, and such tracts must be within the area serviced by the corporation mains. 1S- The undersigned being all of the Directors of The Green Acres Water Association, hereby certify that the foregoing Book of By -Laws consisting of Articles I to XIV inclusive, were regularly adopted by the Board of Directors of this Corporation on the 7th day of May, 1952. Dated this 7th day of May, 1952. _sI C. N. Fairbanks s Emma Maze ,/s/ Fred R. La Roque /s/ John Sudan al Ira N. Peterson -19-