ARTICLE
Special Corporate Acts
Section 7.01. Negotiable Instruments, Deeds and Contracts. All checks, drafts, notes, bonds, bills of exchange and order for the payment of money of the Corporation; all deeds, mortgages and other written contracts and agreements to which the Corporation shall be a party; and all assignments or endorsements of membership, registered bonds or other securities owned by the Corporation, shall, unless otherwise directed by the Board of Directors, or unless otherwise required by law, be signed by the President or by any two of the following officers who are different persons: Vice-President, Secretary or Treasurer. The Board of Directors may, however, authorize any one of such officers to sign any of such instruments, for and on behalf of the Corporation, without necessity of counter-signature; may designate officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation, sign such instruments. Any shares of stock issued by any other Corporation and owned or controlled by the Corporation may be voted at any shareholders meeting of the other corporation by the President of the Corporation, if he/she be present, or, in his/her absence, by the Vice President of the Corporation who may be present; and, in the event both the President and Vice-President shall be absent, then by such person as the President of the Corporation shall, by duly executed proxy, designate to represent the Corporation at such membership meeting.
Section 7.02. Power to Acquire Property or Privileges. The Board of Directors shall have the power to purchase, or otherwise acquire, for the Corporation, any property, rights or privileges which the Corporation is authorized to acquire, or which is necessary for the continued operation of the Corporation, at such price and on such terms and conditions and for such consideration as the Board of Directors shall from time to time see fit.
Section 7.03. Power to Acquire or Install Water Meters or to Encumber or Sell Any Interest
in the Company. The Board of Directors shall not, without a majority vote of the members
present and qualified to vote at the annual meeting or at a special meeting or as provided by state statue requirements:
1. Acquire, purchase or install water meters or other measuring devices on any member’s property, or
2. Transfer, agree to transfer, encumber, or sell the Chapel Lane Water Company, or any
part or interest or right therein, to any other person or entity, including to the City of
ARTICLE VIII.
Books and Records
Section 8.01. 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 members, Board of Directors, committees having and exercising any of the authority of the Board of Directors, and the membership committee, and shall keep at the principal office a record of the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his/her agent or attorney for any proper purpose at any reasonable time.
ARTICLE IX. Amendments
Section 9.01. Amendment. The By-Laws of the Corporation may be altered, amended or repealed, and/or new By-Laws adopted by a majority of the members present and qualified to vote at the annual meeting, or at a special meeting called by a member of the Board of Directors or by petition of ten percent (10%) of the
membership, if at least thirty (30) days written notice is given of the intention to alter, amend or repeal or to adopt new By-Laws at such meeting. (Adopted February 15, 1989).
ARTICLE X.
Distribution of Surplus Funds
Section 10.01. Surplus Funds. If there should be any surplus funds, then at the end of the fiscal year, after paying the expenses of the corporation for operation and otherwise, and after setting aside reserves for depreciation on all buildings, equipment and office fixtures and such other reserves as the Board of Directors deem proper and after providing for payments on interest and principal obligations and amortized debts of the corporation, and after providing for the purchase of proper supplies and equipment, the surplus funds shall be accumulated in a surplus fund for the purpose of replacing, enlarging, extending, and repairing the system and property of the corporation and for such other purposes as the Board of Directors may determine to be for the best interests of the corporation.
Section 10.02. Distribution of Funds. No dividend or distribution of funds or other property of the corporation shall be made until all debts are fully paid and then only on its final dissolution; nor shall any distribution be made except by a vote of the majority of the members of the corporation or a quorum thereof as provided by the By-laws. In the event of dissolution, distribution of any property or assets remaining after payment of debts and liabilities shall be distributed to all persons who are members during the period when such remaining assets and property were owned by the Chapel Lane Water Company. Said distribution shall be made proportionately according to the amount of patronage supplied by such members. (Adopted February 20, 1990).
Incorporated
Revised
Revised
Revised
Revised
Revised
Revised
Revised
Revised