Approved – April 25,
PRIVATE WELL OWNERS CO-OPERTIVE
ASSOCIATION OF NYE COUNTY
ARTICLE I. NAME OF
Section 1. Name. The
name of this association is “Private Well Owners Co-Operative Association” for
a truly sustainable of a “Traditional Rural Life Style” bringing common good
and general welfare of the people of the community. It is designated as an incorporated,
non-profit, non-stock association created under the laws of the State of
Nevada, in the County of Nye and under the IRS Code 501(c)(12). “Co-Operative” being defined as:
Collaborative, combined, joint, shared interest, mutual.
ARTICLE II. LOCATION
Section 1: Location. This temporary Office is
located at The Pahrump Museum 401 E. Basin St. Pahrump Nevada 89041. The association mailing address is P O Box
2073, Pahrump, Nevada 89041-2073. The association,
by the Board of Directors (the “Board”) shall establish the permanent: office,
mailing address, and telephone number, email address and web site as soon as
fiscally possible for the association.
The Articles and By-Laws shall be amended by the Board for updating
purposes and the membership shall be notified in writing or electronically by
the Board within thirty (30) days, of the amended Articles and/or By-Laws with
page changes so they may be placed in their copy of the documents of the association
upon voting of the membership. The
filing of the Amended Articles with this information to the State of Nevada
shall be done in a timely manner.
ARTICLE III. GOVERNING
Section 3. Governing
Authorities. The association shall be
governed by the laws of the State of Nevada specific to Nevada Revised Statute
and to its internal affairs the law of jurisdiction shall be in Nye County in
the State of Nevada and it is formed to qualify as a social welfare association
to promote a truly sustainable of a “Traditional Rural Life Style” bringing
common good and general welfare of the people of the community under section
501(c)(12) of the Internal Revenue Code.
ARTICLE IV. NONPROFIT INTENT AND PURPOSE
Section 1. Intent of the Association. A. The Associations mission is to assist the
individual well owner to ensure their right to draw 2 acre-feet of water per
year is protected under the
CONTINUED – ARTICLE IV. Section
1. Intent of the Association.
Nevada Revised Statutes (534.180)(3) Ensure
the total withdrawal of water from the well does not exceed 2 acre-feet per
year; and (534.185)(b) It is
used solely for domestic purposes by not more than three single-family
dwellings. The Association is dedicated to
protecting domestic well owner’s water supply and to advancing good groundwater
stewardship by raising awareness and education on a variety of groundwater
issues that affects everyone with a private water supply for a “Rural Life
The association shall have a perpetual existence. Members may routinely join or
resign in such a way as not to disrupt ongoing operations of the association
and shall be in accordance with
the By-Laws and Policies of this cooperative. The association
only has laws and regulation
based on justification for the benefit of all members and shall have
the power to construct and
argue any case convincingly to the benefit of its members of this domestic well
association. C. The association is subject to all duties,
restrictions, and liabilities set forth in the general laws relating to like or
similar corporations under the guidelines of a 501(c).
Specific Purpose. To promote “quality
of Life” (that includes factors such as the quality of the environment (air,
soil, water), education and common good ensuring sustainability of a
“Traditional Rural Life Style” and to encourage all local groups and associations
that foster the same. The association
may engage in all lawful activities that may be incidental or reasonably
necessary to any of these purposes, and it shall have and may exercise all
other powers and authority now or here after conferred upon unincorporated nonprofit
corporations in the State of Nevada. The association may engage in all other
legal charitable activities permitted to an association exempt from federal
income tax under Section 501(c) of the Code or corresponding future provisions
of the federal tax law.
ARTICLE V. MEMBERS
Eligibility for Membership. NRS 82.231. Powers of corporation: classes, qualifications
and rights of members; term of membership. A. Regular Members.
Every person who upon written application and consent to be a regular
member of the association and verified by the association in accordance to, but
not limited to the records kept in the County Recorder’s office of the
potential member’s ownership of real property or a purchaser of real estate
through a purchase agreement of a fee, or undivided fee interest in any parcel
or property within Nye County in the
State of Nevada, shall be eligible for membership in the association upon final
screening by the Board of Directors. “All
properties must have a well in good working order” and be at least one acre in
Section 2. Annual Dues. Dues are from Jan 1st of each year to
December 31st of that same year. The
amount required for annual dues shall be Sixty (60) dollars payable prior to
the beginning of the election held at the February meeting. New members’ dues will be prorated throughout
the year at the rate of $5.00 per month. Continued membership is contingent
upon being up-to-date on membership dues.
A late due notice will be mailed one time only.
– ARTICLE V. MEMBERS.
3. Limitation on Memberships. No member may hold more than one membership
in the association, and no
membership in the association shall be transferable, except as provided in
Membership in the association shall be evidenced by a membership
certificate which shall be in such form and shall contain such provisions as
shall be determined by the Board. In
case a certificate is lost, destroyed or mutilated a new certificate may be
issued therefore upon such uniform terms and indemnity to the organization as
the board may prescribe.
5. Transfer of Membership. There shall be no
transfer of membership.
6. Resignation and Termination. Any member may resign by filing a written
resignation with the secretary.
Resignation shall not relieve a member of unpaid dues, or other charges
previously accrued. A member can have
their membership terminated by a majority vote of the membership.
ARTICLE V1. MEETINGS OF MEMBERS
Section 1. Regular Meetings. Regular meetings of the members shall be held
monthly, at a
time and place designated by the Board. The association will
be guided by the Open Meeting Laws of
the Revised State of Nevada Statute: Chapter 241 and shall comply with
the spirit of the open meeting law.
The association’s intent that its deliberations and actions be conducted
and taken openly. The meetings shall be
recorded using audio recording devices, and these recordings will be kept for
five (5) year at the main office of the association. The agenda, the minutes (draft originally and
later subsequently the approved) and the audio recording, shall be provided to
the main office of the association within ten (10) days to review the members
concerns by the Board which may require the attention of the Board or total
membership of the association. The association
at any meeting shall record, keep manual minutes with the time, meeting
location, any subjects discussed, motions and seconds, votes taken, and members
in attendance (members will be requested by the association to sign in for
purposes of a quorum, but will not be denied entry if the member does not
desire to sign in). All minutes will be available on the website to the members
within seven (7) days, with digital, electronic and hard copies of same, so the
membership at the next meeting will have a chance to review them prior to the
approval or disapproval of the membership of the minutes. The approved minutes
shall be available within thirty (30) days of the meeting and will be
maintained for five (5) years in a log book in the main office of the
Section 2. Annual Meetings. The annual meeting of the members, with
written notice sent out in the month of December, shall be held during the
month of February of each year, at such a place within a county served by the
association, as selected by the Board of Directors and which shall be
designated in the notice of the meeting, for the purpose of electing board
members, passing upon reports for the previous fiscal year and transacting such
other business as may
CONTINUED – ARTICLE VI.
MEETING OF MEMBERS. Section 2. Annual Meetings.
come before the meeting. It shall be the responsibility of the Board
of Directors to make adequate plans and preparations for the annual
meeting. Failure to hold the annual meeting
at the designated time shall not work a forfeiture or dissolution of the
association. Each director will be
elected only as a director, the directors will make necessary appointments at
their first board meeting after the elections.
Elections of directors will be held every other
year. The term of office will be two years
with the majority of directors elected in the first year of change and then the
minority number of directors elected in the second year of elections.
Due to the restructuring the bylaws in 2019 the newly
elected board of Directors shall select two seats to run for a one-year term
due at the elections of 2020. The
remaining Directors will hold a two-year term until they are elected in
2022. Elections will then continue every
two years in an even year or proportional thereof.
3. Notice of Meeting. All
meetings of the association will be made available by a posting on the official
4. Posting of Minutes to the
seven (7) days of the membership meeting the draft minutes will posted followed
by the approval of said minutes reposted as final minutes of the association.
5. Quorum. A majority of the board members plus 10% of
the regular membership present in person shall constitute a quorum.
6. Nominations. It shall be the duty of the Board of
Directors to call, not less than sixty (60) days or more than ninety (90) days
before the date of a meeting of the members at which directors are to be
elected. The procedures to be followed in such meeting in the process of nominating
shall be set forth from time to time by the Board of Directors in compliance
with the democratic principles of the association. Any incumbent board member who has been
nominated will appear in the first position on the ballot.
from the floor shall be permitted at the Annual Meeting.
Eligibility. A slate of candidates,
all of whom are members in good standing with the association, shall be by application. No write-in candidates shall be
accepted. No member nominated at the
annual meeting shall be considered.
8. Who May Vote. Only members in good
standing will be eligible to vote. To be
a member in good standing means that a member’s annual dues are paid in full as
of the beginning of the annual meeting.
– ARTICLE VI. MEETING OF MEMBERS.
9. Ballots for Voting. Subsequent to verification of eligibility to
vote, members will be given one (1) ballot.
Members shall proceed to vote, and deposit said ballot in the ballot
an “X” in the box beside the name of each candidate you wish to vote for.
for more candidates than seats available will invalidate the ballot.
10. Voting and Eligibility. Each member in good
standing, or joint members together, shall be entitled to one and only one vote
upon each matter submitted to a vote at a meeting of the members. All questions shall be decided by a majority
of the members voting thereon in person except as otherwise provided by law,
the articles of incorporation or these bylaws.
member will sign in at the entrance of the meeting area and be given a ballot
with a radium corresponding number to that on the sign in sheet which is set in
alphabetical format. The member will
vote and turn in the ballot to the person/s appointed by the board.
11. Ballot Counting. After all the ballots have been cast, the
Election Committee will open the ballot box and proceed to count and record the
votes. To verify proper performance in
all aspects of the election, the election will be monitored by an appointed
Election Director by the Board of Director.
12. Election Director. The Election Director
will select from the membership a tallying committee to consist of six (6)
persons making up two (2) teams of three (3) persons each.
After the ballots are removed from the election box,
they will be divided into two (2) stacks, one for each of the two (2) teams. Each team will count the first stack they
receive and record the results, then the stacks will be swapped to the other
committee for a second and confirming accounting.
When the election Director combines the total ballot
amounts and confirms the counting by the teams that person will announce the
final election results to the membership.
Section13. Proxies. Voting by proxy shall not be permitted.
VII. BOARD OF DIRECTORS
1. General Powers. Shall exercise the powers of the association except
such as are by law, the Articles of Incorporation, or these Bylaws conferred,
upon or reserved, to the members. To advise, govern, oversee policy, direction,
and assist with the leadership and general promotion of the association to
support and govern the association’s purpose and needs. The
– ARTICLE VII. BOARD OF DIRECTORS Section 1. General Powers.
Board shall be elected by the membership of the
association. The resulting Board shall
be up for re-election every other year thereafter at the annual meeting. The major responsibilities of a Board member
are: (1) Organizational leadership and advisement. (2) Organization of the Board of Directors,
and Committees. (3) Formulation and
oversight of policies and procedures.
(4) Financial management, including adoption and oversight of the annual
budget. (5) Oversight of programs,
planning and evaluation. (6) Personnel
evaluation. (7) Review of
organizational and programmatic reports.
(8) Promotion of the association.
(9) Fundraising and outreach.
2. Number, Tenure, Requirements, and Qualifications.
The Directors shall consist of no less
than three (3) nor more than fifteen (15) including the following officers: The
President, the Vice-President, the Secretary, and the Treasurer and Directors. The number of Directors shall be fixed from
time-to-time by the Directors but shall consist of no less than three (3) nor
more than fifteen (15) including the following officers: No vote on new members
of the Board of Directors, or Advisory Council, shall be held unless a quorum
of the Board of Directors is present.
Section 3. Members’ Expectations of Board Members. Nonprofit
board members have basic responsibilities—support and governance—each requiring
different skills and expertise. The Board members shall be a
“supporter” in raising money, bring contacts to the association, and
act as ambassadors to the
community. Equally important is the “governance” role which involves
protection of the public
interest, being a fiduciary, selecting the committee members, assessing their
performance and the performance of other members of the Board, overseeing the association
compliance with legal and tax requirements, and evaluating the corporation’s
work. Board Member should also: 1)
attend and participate in meetings on a regular basis and special meetings and
events as able. (2) participate on a
standing committee of the board serving on ad-hoc committees as necessary. (3) be alert to community concerns that can
be addressed by the association purpose, objectives, and programs and help
communicate and promote these purposes and programs to the community. (4) become familiar with the associations
budget, and financial/resource
needs. (5) understand the policies and
procedures of the association: (6) be a paid member in good standing of the
Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or any two members of the
Board of Directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any location, as the place for holding any special meeting of the Board called
Section 5. Notice. Notice of any
special meeting of the Board of Directors shall be given at least five (5) days
in advance of the meeting by telephone, facsimile or electronic methods or by
written notice. Any Director may waive
notice of any meeting. The attendance of
a Director at any meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the
CONTINUED – ARTICLE
VII. BOARD OF DIRECTORS. Section 5. Notice.
meeting is not lawfully called
or convened. Neither the business to be
transacted at, nor the purpose of, any regular meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting,
unless specifically required by law or by these by-laws.
Section 6. Quorum. The presence, in person of a majority of current
members of the Board of Directors shall be necessary at any meeting to
constitute a quorum to transact business, but a
lesser number shall have power
to adjourn to a specified later date without notice. The act of a majority of the members of the
Board of Directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors, unless the act of a greater number is
required by law or by these by-laws.
Section 7. Forfeiture. Any member of the Board of Directors who
fails to fulfill any of his or her requirements as set forth in Section 2 of
this Article by September 1st shall automatically forfeit his or her seat on
the Board. The Secretary shall notify
the Director in writing that his or
her seat has been declared
vacant, and the Board of Directors may forthwith immediately
proceed to fill the
vacancy. Members of the Board of
Directors who are removed for failure to meet any or all the requirements of
Section 2 of this Article are not entitled to vote at the annual meeting and
are not entitled to the procedure outlined in Section 14 of this Article in
these by-laws. The member has 45 days to
appeal the decision. Removal made final by
a majority vote of the membership.
Section 8. Vacancies. Whenever any vacancy occurs in the Board of Directors
it shall be filled
without undue delay by a
majority vote of the remaining members of the Board of Directors at a regular
meeting. Vacancies may be created and
filled according to specific methods approved by the Board of Directors.
Section 9. Close Relative. The term
“close relative” means an individual who: (1) through blood, law or marriage is
a spouse, child, stepchild, father, stepfather, mother, stepmother, brother,
stepbrother, half-brother, sister, stepsister, half-sister, grandparent,
brother-in-law, sister-in-law, son-in-law or daughter-in-law; or (2) resides in
the same residence.
Section 10. Compensation. Members of the Board of Directors shall not
receive any compensation for their services as Directors.
11. Personal Liability of Directors. A director of the association shall not be
personally liable for monetary damages as such for any action taken, or any
failure to take any action unless: (1) the director has breached or failed to
perform the duties of his/her of office.
2) the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness.
– ARTICLE VII. BOARD OF DIRECTORS. Section 11. Personal Liability of Directors.
This section shall not apply to (1) the responsibility
or liability of a director pursuant to any criminal statute or (2) the
liability of a director for payment of taxes pursuant to local, State or
12. Removal of Directors by Directors. The Board of Directors may remove a Director
from office by an affirmative vote by a majority of Directors. A Director may be removed by the Board of
Directors for conduct which is fraudulent, illegal, or unethical and which is
harmful to the Cooperative.
Additionally, a Director may be removed if the Board of Directors
determines that the conduct of the Director being removed is such as would
irreparably harm the reputation and integrity of the Board of Directors and/or
the association. No Director may be
removed because of a disagreement between Board Members on legitimate issues to
be determined by the Board of Directors, and no Director may be removed to gain
a voting advantage on any issue or group of issues legitimately being
considered by the Board.
13. Director Resignation. Any member of the Board of Directors who
fails to fulfill any of his or her requirements as set forth in Section 2 of
this Article by September 1st shall automatically forfeit his or her seat on
the Board. The Secretary shall notify
the Director in writing that his or her seat has been declared vacant, and the
Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are
removed for failure to meet any or all the requirements of a member in good
14. Confidentiality. Directors
shall not discuss or disclose information about the association or its
activities to any person or entity unless such information is already a matter
of public knowledge, such person or entity has a need to know, or the
disclosure of such
information is in furtherance of the association s’
purposes or can reasonably be expected to benefit the association. Directors shall use discretion and good
business judgment in discussing the affairs of the association with third
parties. Without limiting the foregoing,
Directors may discuss upcoming fundraisers and the purposes and functions of
15. Advisory Council. An
Advisory Council may be created whose members shall be elected by the members
of the Board of Directors annually but who shall have no duties, voting
privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said
meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess
the desire to serve the community and support the work of the association by
providing expertise and professional knowledge.
Members of the Advisory Council shall comply with the confidentiality
policy set forth herein and shall sign a confidentiality agreement consistent
therewith upon being voted onto and accepting appointment to the Advisory
– ARTICLE VII. BOARD OF DIRECTORS.
16. Parliamentary Procedures. Any question concerning parliamentary
procedure at meetings shall be determined by the President by reference to
Robert’s Rules of Order “five-year current”.
1. The Chairperson.
The Chairperson shall preside at all meetings of the membership. The Chairperson
shall have the following duties: a. He/She shall preside at all meetings of the
Executive Committee. b. He/She shall have general and active management of the
business of this Advisory Board. c. He/She shall see that all orders and
resolutions of the Advisory Board are brought to the Advisory Board of
Directors. d. He/She shall have general superintendence and direction of all
other officers of this corporation and see that their duties are properly
e. He/She shall submit a report of the operations of
the program for the fiscal year to the Board of Directors and members at their
annual meetings, and from time to time, shall report to the Board all matters
that may affect this program. f. He/She shall be Ex-officio member of all
standing committees and shall have the power and duties usually vested in the
office of the President.
The Vice-Chairperson shall be vested with all the powers and shall
perform all the duties of the Chairperson during the absence of the latter. The
Vice-Chairperson duties are: a. He/She shall have the duty of chairing their
perspective committee and such other duties as may, from time to time, be
determined by the Advisory Board.
3. Secretary. The
Secretary shall have the authority to oversee and delegate the following
responsibilities and actions: a) keeping
the minutes of the meetings of the members and of the board in books provided
for that purpose; b) seeing that all notices are duly given in accordance with
these bylaws or as required by law; c) the safekeeping of the association books
and records and the seal of the association and affixing the seal of the
organization to all certificates of membership prior to the issue thereof, and
to all documents, the execution of which on behalf of the association under its
seal is duly authorized in accordance with the provisions of these bylaws; d) keeping a register of the names and post
office addresses of all members; e) signing, with the Chairman of the Board,
certificates of membership, the issue of which shall have been authorized by
the board or the members; f) keeping on file at all times a complete copy
of the articles of incorporation and bylaws of the association containing all
amendments thereto (which copy shall always be open to the inspection of any
member) and at the expense of the association, furnishing a copy of the bylaws
and of all amendments thereto any member upon request; and g) in general, performing all duties incident
to the office of Secretary and such other duties as from time to time may be
assigned to him/her by the board. h) Insuring the posting of the agendas and
minutes on the official website.
– ARTICLE VIII. OFFICERS.
The Treasurer shall have the authority to oversee and delegate the
following responsibilities and actions:
a) custody of all funds and securities of the association; b) the receipt of and the issuance of
receipts for all monies due and payable to the association and for the deposit
of all such monies in the name of the association in such bank or banks as
shall be selected in accordance with the provisions of these bylaws; and c) the
general performance of all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him/her by the board.
5. In the absence of the Secretary
of the Board or in the event of the Secretary’s inability or refusal to act,
the Vice Chairman shall serve as Secretary.
6. In the absence of the Treasurer
of the Board or in the event of the Treasurer’s inability or refusal to act,
the Vice Chairman shall serve as Treasurer.
1. Committee Formation. The majority of the Board of
Directors may create committees as needed, such as fundraising, housing, public
relations, data collection, etc. The board chair appoints all committee chairs.
2. Executive Committee. The
Executive Directors serve as the members of the Executive Committee. Except for
the power to amend the Articles of Incorporation and Bylaws, the Executive
Committee shall have all the powers and authority of the board of directors in
the intervals between meetings of the board of directors and is subject to the
direction and control of the full board.
3. Finance Committee. The
treasurer is the chair of the Finance Committee, which includes three other
board members. The Finance Committee is responsible for developing and
reviewing fiscal procedures, and the annual budget with staff and other board
members. The board must approve the budget and all expenditures must be within
budget. Any major change in the budget must be approved by the board or the
Executive Committee. The fiscal year shall be the calendar year. Annual reports
are required to be submitted to the board showing income, expenditures, and
pending income. The financial records of the association are public information and shall be made available to
the membership, board members, and the public.
4. Expenses. Expenses
(including reasonable attorneys’ fees) incurred in defending a civil or
criminal action, suit, or proceeding may be paid by the association in advance
of the final disposition of such action, suit, or proceeding, if authorized by
the Board of Directors, upon receipt of an undertaking by or on behalf of the
indemnitee to repay such amount if it shall ultimately be determined that such
indemnitee is not entitled to be indemnified hereunder. Cost not to exceed $1,000.00 except after
approval of the Board of Directors.
1. General. To the full extent authorized under the laws
of the State of Nevada, the association shall indemnify any director, officer,
employee, or agent, or former member, director, officer, employee, or agent of
the association, or any person who may have served at the association’s request
as a director or officer of another corporation (each of the foregoing members,
directors, officers, employees, agents, and persons is referred to in this
Article individually as an “indemnitee”), against expenses actually and
necessarily incurred by such indemnitee in connection with the defense of any
action, suit, or proceeding in which that indemnitee is made a party by reason
of being or having been such member, director, officer, employee, or agent,
except in relation to matters as to which that indemnitee shall have been
adjudged in such action, suit, or proceeding to be liable for negligence or
misconduct in the performance of a duty. The foregoing indemnification shall
not be deemed exclusive of any other rights to which an indemnitee may be
entitled under any bylaw, agreement, resolution of the Board of Directors, or
2. Insurance. The
association may purchase and maintain insurance on behalf of any person who is
or was a member, director, officer, employee, or agent against any liability
asserted against such person and incurred by such person in any such capacity
or arising out of such person’s status as such, whether or not the association would
have the power or obligation to indemnify such person against such liability
under this Article.
Seal. The seal of the association
shall have inscribed thereon the name of the association.
XII. FINANCIAL TRANSACTIONS
1. Contracts. Except as otherwise provided in these bylaws,
the Board of Directors may authorize any officer or officers, agent or agents
to enter into any contract or execute and deliver any instrument in the name
and on behalf of theassociation,
and such authority may be general or confined to specific instances.
2. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, and all notes, bonds or other evidences of indebtedness
issued in the name of the association shall require two (2) signatures and/or
countersigned by such officer or officers, agent or agents, employee or
employees of the association and in
such manner as shall from time to time be determined by resolution of the board
3. Deposits. All funds except petty cash of the association
shall be deposited from time to time to the credit of the association in such
bank or banks as the board may select.
– ARTICLE XII. FINANCIAL TRANSACTIONS.
4. Fiscal Year. The fiscal year of the association shall
begin on the first day of January of the year and shall end on the thirty-first
day of December of the same year.
1. Notice of Waiver. Any member or board member may waive in
writing any notice of a meeting required to be given by these bylaws. The attendance of a member or board member at
any meeting shall constitute a waiver of notice of such meeting by such member
or board member, except in case a member or board member shall attend a meeting
for the express purpose of objecting to the transaction of any business, on the
ground, that the meeting has not been lawfully called or convened.
2. Policies, Rules and Regulations. The board shall have power to make and adopt
such policies, rules and regulations, not inconsistent with the law, the
articles of incorporation or these bylaws, as it may deem advisable for the
management of the business and affairs of the association.
3. Accounting System and Reports. The board shall cause to be established and
maintained a complete accounting system which, among other things, and subject
to applicable laws and rules and regulations. The board shall also after the
close of each fiscal year cause to be made a full and complete audit of the
accounts, books and financial condition of the association as of the end of
such fiscal year. A report of such audit
shall be submitted to the members at the next following annual meeting.
1. Distribution of Association Assets Upon Dissolution. Upon the association dissolution: (1) the association
shall pay, satisfy or discharge all association debts, Obligations and
liabilities; (2) the association shall retire and pay all capital credits
allocated to patrons and former patrons; and (3) after paying, satisfying or
discharging all association debts, obligations and liabilities, and after
retiring and paying all capital credits and to the extent practical the association
shall then pay or distribute any remaining association assets, and any amounts
received from selling any remaining association assets, to current Members pro
rate based on current Members’ aggregate capital credits at the time of dissolution. Any debts or obligations of the Members to
the association shall reduce the distribution of the distribution received by
the Members having debts or obligations to the association by the amount of the
debt or obligation existing at the time of the distribution of the remaining
property and assets of the association.
XV. MISSION STATEMENT
1. Mission Statement. A mission statement must be written to
include the educational needs for the membership to understand the full mission
of the association and must be written to include the aspiration of not only a “Rural
Life Style” and that of sustainable use.
1. Amendments of Incorporation. The Articles may be amended in any manner at
any regular or special meeting of the Board of Directors, provided that
specific written notice of the proposed amendment of the Articles setting forth
the proposed amendment or a summary of the changes to be affected thereby shall
be given to each director at least five (5) days in advance of such a meeting
if delivered personally, by facsimile, or by e-mail or at least five days if
delivered by mail. As required by the Articles, any amendment to Article III or
Article VI of the Articles shall require the affirmative vote of all directors
then in office. All other amendments of the Articles shall require the
affirmative vote of an absolute majority of directors then in office.
2. Amendments to the Bylaws. The
Board of Directors may amend these Bylaws by majority of members vote at any
regular or special meeting. Written notice setting forth the proposed amendment
or summary of the changes to be affected thereby shall be given to each member
within the time and the manner provided for the giving of notice of meetings of
We, the undersigned, are all members of the current
directors or incorporators of thisassociation,
and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the
11 preceding pages, as the Bylaws of this corporation.
Print Name of the Chairman Signature
of the Chairman
Print Name of the
Signature of the Vice-Chairman
Print Name of Treasurer Signature of
Print Name of Secretary
Signature of Secretary
Print Name of Director
Signature of Director
State of Nevada,
County of Nye; this
document was acknowledged before me by the person(s) listed above on the ____
day of the month of _________________ in the year _________.
Signature of Notary
Name of Notary