Board

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DIRECTORS AND OFFICERS
Woodhaven Water Company Board consists of seven (7) members, all of whom shall be stockholders of the corporation. A majority of the board of directors shall constitute a quorum at any meeting of the board. There is also an office manager and maintenance personnel.

 

To view the WWC By-laws in their entirety, please click on the image above or HERE to download.

DUTIES OF DIRECTORS

Section 1.  The board of directors, subject to restrictions of laws, the Articles of Incorporation and these by-laws, shall exercise all of the powers of the corporation; and, without prejudice to or limitation upon their general powers, it is hereby expressly provided that the board of directors shall have, and are hereby given, full power and authority in respect to the matters as hereinafter set forth to be exercised by resolution duly adopted by the board:
a.  To approve application for stock and to cause to be issued appropriate certificates of stock.  The board may make binding commitments to issue certificates and to permit the connection of properties to the system in the future in cases involving proposed construction or may issue such certificates prior to the commencement of  the proposed construction.
b.  To select and appoint all officers, agent, or employees of the corporation, remove such agents or employees of the corporation, prescribe such duties and designate such powers as may not be inconsistent with these by-laws, fix their compensation and pay for faithful services.
c.  To borrow from any source, money, goods, or services and to make and issue notes and other negotiable or non-negotiable instruments evidencing indebtedness of the corporation; to make and issue mortgages, deeds of trust, pledges of revenue, trust agreements, security agreements and financing statements, and other instruments evidencing a security interest in the assets of the corporation; to do every act and thing necessary to effectuate the same.
d.  To prescribe, adopt, and amend from time to time such equitable, uniform rules and regulations as, in its discretion, may be deemed essential or convenient for the conduct of the business and affairs of the corporation and the guidance and control of its officers and employees, and to prescribe adequate penalties for the breach thereof.
e.  To order, at least once each year, an audit of the books and accounts of the corporation by a competent public auditor or accountant.  The report prepared by such auditor or accountant shall be submitted to the members of the corporation at their annual meeting together with a proposed budget for the ensuing year.  Copies of such audits and budgets shall be submitted to such parties as may be required by other agreements.
f.  To fix and alter the charges to be paid by each water user for services rendered by the corporation, including connection fees where such are deemed to be necessary by the directors, and to fix and alter the method of billing, time of payment, manner of connection, and penalties for late or nonpayment of the same.  The board may establish one or more classes of users.  All charges shall be uniform and non-discriminating within each class of users.
g.  To require all officers, agents and employees charged with responsibility for the custody of any of the funds of the corporation to give adequate bonds, the cost thereof to be paid by the corporation; and it shall be mandatory upon the directors to so require.
h.  To select one or more banks to act as depositories of the funds of the corporation and determine the manner of receiving, depositing, and disbursing the funds of the corporation and the form of checks and the person or persons by whom the same shall be signed, with the power to change such banks and the person or persons signing such checks and the form thereof at will.
i.  To levy assessments against the water users of the corporation in such manner and upon such proportionate basis as the directors deem equitable, and to enforce collection of such assessments by suspension of water service or other legal methods.  The board of directors shall have the option to suspend the service of any water user who has not paid such assessment within thirty (30) days from the date the assessment was due, provided the corporation must give the water user at least ten (10) days' written notice at the address of the water user on the books of the corporation of its intention to suspend such service if the assessment is not paid.  Upon payment of such assessments, any penalties applicable thereto, and a reconnection charge if one is in effect, service will be promptly restored.

Section 2.  The corporation shall indemnify any and all persons who may serve or who have served at any time as directors, officers, employees or agents of the Corporation, or who at the request of the board of directors of the corporation may serve or at any time have served as directors, officers, employees or agents of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, in which the corporation at such time owned or may own an interest or of which it was or may be creditor, and their respective heirs, administrators, successors, and assigns, against any and all expenses, including amounts paid upon judgments, counsel fees, and amounts paid in settlement (before or after suit is commenced), actually and necessarily incurred by such persons in connection with the defense or settlement of any civil, criminal or administrative claim, action, suit, or proceeding brought by a stockholder in the right of the corporation  or brought by or on behalf of stockholders of the corporation, in which may be asserted against them or any of them, by reason of being or having been directors, officers, employees or agents of the corporation, or of  such other corporation, partnership, joint venture, trust or other enterprise, except in relation to matters as to which any such person shall be adjudged in any action, suit, or proceeding to be liable for his own willful misconduct or a knowing violation of criminal law.  Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, by-law, agreement, vote of stockholders, or otherwise.  Such right shall be a contract right and shall include the right to be paid by the corporation all expenses, including attorneys' fees, incurred in defending such claim, action, suit or proceeding.
a.  If a claim under Section 2. of this ARTICLE IX not paid in full by the corporation within ninety days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense, including attorneys' fees, of prosecuting such claim.  It shall be a defense to any such action that the claimant has been adjudged liable for his willful misconduct or a knowing violation of criminal law but the burden of proving such defense shall be on the corporation.
b.  In any proceeding brought by a stockholder in the right of the corporation or brought by or on behalf of stockholders of the corporation, the damages assessed against an officer or director arising out of a single transaction, occurrence or course of conduct shall not exceed one dollar ($1.00) unless such officer or director has been adjudged to have engaged in willful misconduct or knowingly engaged in a criminal action.
c.  This ARTICLE IX can only be amended by a majority vote of the stockholder of the corporation and any amendment shall not apply to any action or inaction alleged to have taken or not taken by any person entitled to indemnification hereunder prior to such amendment.  In the event that the indemnification provisions contained herein conflict with the indemnification provisions in the corporation's Articles of Incorporation, if any, then the indemnification provisions contained herein shall govern.