By-laws of Spanaway Water Company
As amended at the Annual Meeting – November 2022
Spanaway, Washington
ARTICLE I — MEMBERS
Section 1: Qualifications of Members and Procedures for Obtaining Memberships
a. Members of Spanaway Water Company shall be persons or other entities owning real property served or to be served by the Company. The owner of real property shall be the person or entity disclosed by public records in Pierce County. If there is more than one such owner or if the owner is an entity, a designation must be made to the Company as to the person in whose name the membership shall be held. If no designation is made or if there is a dispute, the Board of Directors shall make the designation.
Those seeking membership must request it from the Company and provide any required information. If qualified, the individual/entity shall pay all applicable fees (membership, connection, and special fees) and shall thereby become a member.
b. Only the Spanaway Water Company, or contractors authorized by the Board, may extend the water system. The Board shall set specifications for materials, testing, and installation.
Section 2: Transfer of Membership
Membership follows the property. A new owner becomes a member upon ensuring all fees and bills are paid.
Section 3: Responsibilities of Members
a. The designated owner is responsible for all charges, even if the property is occupied by tenants.
b. Members are responsible for maintaining access to and downstream portions of the water system from the meter.
c. If meter access is restricted, arrangements must be made with the Company.
d. Members must comply with policies set by the Board to ensure system integrity, legal compliance, and water quality.
Section 4: Fees and Dues
a. Permanent residences require one membership and meter per unit unless otherwise approved.
b. Non-residential property units also require one membership and meter each.
c. Rental properties such as apartments, motels, and mobile home parks require one membership and meter per building unless stated otherwise.
d. Commercial developments with multiple rental spaces require one membership per building (excluding fire-only water service).
e. Developments receiving water for fire protection only will be charged a designated fire service fee.
f. Separate places of business or residences each require their own membership.
g. Complex developments may require custom-negotiated fees, as determined by the Board.
h. Changes in property use or ownership may require additional memberships as described above.
i. All fees, dues, and service charges are set by the Board of Directors.
j. Members more than two months in arrears are not in good standing, lose voting rights, and are subject to disconnection. Reconnection requires payment of all dues and a reconnection fee. Late accounts are subject to monthly administrative penalties.
Section 5: Special Penalties for Misuse of Water by Members
Unauthorized use or supply of water without Board approval may result in immediate disconnection. Reinstatement requires payment of additional fees.
Section 6: Voting Rights of Members
Each member has one vote, regardless of the number of memberships held, except lawful partnerships with multiple memberships may vote per membership.
ARTICLE II — OFFICERS / BOARD OF DIRECTORS
Section 1: Officers
The Company officers are President, Vice President, and Secretary/Treasurer.
Section 2: Composition and Duties
The Board of Directors includes the three officers and four additional directors, totaling seven members.
Section 3: Method of Election
A nominating committee (three directors) is appointed in September. Candidates are announced a month before the annual meeting, where elections are held by secret written ballot.
Section 4: Qualifications of Officers
All directors must be members in good standing. Employees cannot serve on the Board.
Section 5: Terms of Office
Directors serve 5-year terms. Terms are staggered. Vacancies are filled by Board appointment until the next annual meeting.
Section 6: Elections Within the Board
Board officers are elected by the Board following the annual meeting and serve one-year terms.
Section 7: Manager
A General Manager is hired by the Board and is not required to be a member. The Manager may not be a Board member.
Section 8: Special Veto Powers
The Board has veto power over member resolutions, which may be overridden by a two-thirds vote at a special meeting.
Section 9: Insurance and Bonding
The Company may purchase liability insurance for officers and directors and may require bonding for specific positions. Bonding costs are paid by the Company.
ARTICLE III — MEETINGS
Section 1: Annual Meeting
Held on the third Monday of November. If no quorum is present, a special meeting must be called.
Section 2: Annual Meeting Agenda
- Introduction of officers and employees
- Reading of prior meeting minutes
- CPA’s report
- President’s report
- Unfinished business
- New business
- Election of directors
Section 3: Special Meetings
a. May be called by the President, Board, or by petition (minimum 50 members). Notification is required 10–50 days before the meeting. Business is limited to what was specified in the notice.
b. If the annual meeting lacks a quorum, a special meeting may occur the same evening.
Section 4: Quorums
- Regular quorum: 25 members.
- Follow-up to no-quorum annual meeting: those in attendance.
- Petition-based special meeting: at least 25 petitioners must be present.
- Lawful partnerships may be counted as two members.
Section 5: Proxies
Businesses may vote by proxy. The proxy must be written, signed, and identify the business and meeting date. Only one proxy vote is allowed per individual business owner.
ARTICLE IV — MEETINGS OF BOARD OF DIRECTORS
Section 1: Time and Location
Regular meetings occur monthly, usually on the third Thursday, in the Company office unless otherwise stated.
Section 2: Agenda
- Roll call
- Reading of minutes
- Financial report
- Manager’s report
- Committee reports
- Unfinished business
- New business
- (Post-Annual Meeting Only): Election of officers
Section 3: Quorum
Four Board members constitute a quorum.
ARTICLE V — COMMITTEES
The President may appoint standing or special committees as necessary. The President is an ex officio member of all committees except the Nominating Committee.
ARTICLE VI — PARLIAMENTARY AUTHORITY
The Company follows Robert’s Rules of Order, Newly Revised, unless inconsistent with these bylaws.
ARTICLE VII — AMENDMENT OF BY-LAWS
Bylaws may be amended at any annual or special meeting by a two-thirds vote, provided notice is given at least 10 days prior.
ARTICLE VIII — FINANCIAL REVIEWS
a. A Certified Public Accountant (CPA) shall prepare a Reviewed Financial Statement annually and report in writing and in person at the annual meeting.
b. The CPA shall review accounting records monthly.
c. Reports must comply with AICPA standards and applicable laws.