Pursuant to the provisions of the Miscellaneous and Mutual Corporations Act of the State of Washington, RCW 24.06, the following Articles of Amendment to Articles of Incorporation are submitted for filing:
FIRST:
The name of the corporation is FRUITLAND MUTUAL WATER COMPANY.
SECOND:
The following amendments to the Articles of Incorporation were adopted by resolution of the Board of Directors on January 19, 1998, and approved by the members at the annual meeting of the Company on February 19, 1998. amendments adopted are as follows:
Article III of the Articles of Incorporation shall be amended to read as follows:
Article III
The purpose for which this corporation is organized is to supply water to its
members, and in order to fulfill that purpose it shall have all the powers given to
corporations by the Nonprofit Miscellaneous and Mutual Corporation Act which is
Chapter 24.06 of the Revised Code of Washington as the same may be amended from
time to time which powers shall include but not be limited to the power to acquire water
systems of other water purveyors.
Article IV of the Articles of Incorporation shall be amended to read as follows:
Article IV
The power to make, alter, amend or repeal the Bylaws or adopt new Bylaws shall vested in the Board of Directors; provided, however, the Board of directors shall provide in said Bylaws a method by which members may also make, change or repeal the Bylaws
Article V of the Articles of Incorporation shall be amended to read as follows:
Article V
There shall be seven directors of this corporation to be elected at the first meeting of shareholders, two of whom shall be elected for three years, two for two years, and three for one year; at each annual meeting thereafter the number of directors to be elected shall be the number whose terms would expire hereunder and they shall be elected for three years. In the event a director shall die or cease to be a director during his term through resignation or incapacity or any other cause, the directors remaining shall use every reasonable effort to elect a successor who shall
serve until the next annual meeting when a successor shall be elected to serve unexpired portion of the term of the director originally elected.
All directors shall serve until their successors are elected and shall have
qualified.
Article VI of the Article of Incorporation shall be deleted in its entirety.
Aticle VII of the Articles of Incorporation shall be renumbered Article VI and shall be amended to read as follows:
Article VI
There shall be no capital stock in this corporation and it shall have members.
There shall be one class of membership, and any person, firm, partnership, corporation, limited liability company, or political subdivision of the United States, the State of Washington, or any county or city therein, may become a member upon meeting the qualifications therefore or hereinafter set forth and upon acceptance by this corporation of their application for membership
Any person desiring to obtain water services on real property which he owns or
is purchasing by connecting to the water system of the corporation, shall apply for and
obtain a membership for each such property. Persons not owning or purchasing real
property are not eligible for membership.
The fee for such memberships shall be fixed by the Board of Directors of the corporation from time to time. The Board may fix a different fee for the memberships for single family residences and those for commercial users, as defined in the Bylaws. The fee for memberships may be based upon such criteria as the Board of Directors may deem appropriate to recover the cost of meeting the needs of applicants.
In addition to the fee for a membership, the member shall likewise pay for connecting with the corporation’s water system, including but not limited to metered water connection, the extension of main pipelines, and installation of fire hydrants.
Members shall only be entitled to one vote on the affairs of the corporation and
the election of its directors and officers irrespective of the number of memberships they
own.
Procedures for purchasing assignments or transfer of memberships shall established by the Board of Directors.
Every member shall be responsible for of his be payment water service and any destruction of the system of the Company, and failure to pay for such services shall be grounds for termination or forfeiture of the memberships of such member.
The rules, regulations, charges, and terms for water and other services of the
corporation shall be provided for in the Bylaws of the corporation
The rules, regulations, charges, and terms for water and other services of the
corporation shall be provided for in the Bylaws of the corporation
Article VIll of the Articles of Incorporation shall be deleted in its entirety.
Article IX of the Articles of Incorporation shall be renumbered Article VII and shall
be amended to read as follows:
Article VII
The number of voting members required to constitute a quorum for the transaction of business at annual and special meetings of members shall be fixed in the
Bylaws of the corporation, except where the Nonprofit Miscellaneous and Mutual Corporation Act fixes a different or greater number.
Article X of the Articles of Incorporation shall be renumbered Article VIII and shall
be amended to read as follows:
Article VIII
The duration of this corporation shall be perpetual.
There shall be added a new Article IX to the Articles of Incorporation, which shall read as follows:
Article IX
The corporation shall not distribute its surplus funds to its members or other persons; provided, however, if any court of competent jurisdiction shall enter a final adjudication that the corporation must be on a system where capital credits are to be issued to its members on account of and in proportion to their patronage with the corporation in order to maintain their non-profit or tax exempt status, then the directors
may adopt such system.
There shall be added a new Article X to the Articles of Incorporation, which shall read as follows:
Article X
In the event this corporation is dissolved or sold, the net assets shall be distributed as follows:
Each member will be distributed an amount equal to the percentage the cost of membership and/or the fee per square foot charged to commercial users bears to the total cost of outstanding memberships and fees for commercial users of square footage times the number of memberships held or commercial square feet for which a fee was
paid by the member.
For the purpose of computing the amounts in the above formula, the costs and fees used will be those prevailing at the time of dissolution or sale.
There shall be added a new Article XI to the Articles of Incorporation, which shall read as follows:
Article XI
There shall be added a new Article XI to the Articles of Incorporation, which shall read as follows:
In the event of any merger or consolidation of the corporation with any other entity, any dissenting member shall be entitled to the fair value of his membership as provided by law.
THIRD:
The foregoing amendments were adopted at a meeting of the members on February 19, 1998. There is only one class of members which at the date of the meeting totaled 2,258 members, all of whom were entitled to vote. At the meeting, 608 members or a quorum of more than 25% voted in person or by mail. Of those so voting, more than two-thirds, or 589 members, voted in favor of the amendments, and 45 members voted against the amendments.
The foregoing amendments were adopted at a meeting of the members on February 19, 1998. There is only one class of members which at the date of the meeting totaled 2,258 members, all of whom were entitled to vote. At the meeting, 608 members or a quorum of more than 25% voted in person or by mail. Of those so voting, more than two-thirds, or 589 members, voted in favor of the amendments, and 45 members voted against the amendments.
