BYLAWS OF MIDLAND WATER ASSOCIATION, INC.

ARTICLE I

GENERAL PURPOSES

The purposes for which this corporation is formed, and the powers which it may exercise are set forth in the articles of incorporation of the corporation.

ARTICLE II

NAME AND LOCATION

  1. The name of this corporation is the MIDLAND WATER ASSOCIATION, INC.
  2. The principal office of the corporation shall be located in the City of Clatskanie, County of Columbia, State of Oregon.

ARTICLE III

SEAL

  1. The seal for the corporation shall have inscribed thereon the name of the corporation, the year of its organization, and the words “Corporation Not for Profit.”
  2. The secretary of the corporation shall have custody of the seal.
  3. The seal may be used for causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE IV

FISCAL YEAR

The fiscal year of the corporation shall begin the first day of January in each year.

                                                                             ARTICLE V

MEMBERSHIP

  1. Membership will be limited to those who obtain the organization’s services, acquire a tangible interest in its assets in proportion to the business done with the organization and have a voice in its management.
  2. Every person (which word as used herein includes any legal entity) who is recorded owner of a fee or undivided fee interest in a property served by the water system may become a member of the corporation upon signing such applications and agreements for the purchase of water as may be provided and required by the corporation and upon the payment of such connection fee as may be imposed by the board of directors provided that only one membership may be issued to all persons owning interest in the property.  Only one membership may be held with respect to property at one time. The board of directors shall cause to be issued appropriate certificates of membership, provided that membership shall not be denied because of the applicant’s race, color, creed or national origin. Membership may be denied if capacity of the corporation’s water system is exhausted by the need of its existing members or if the proposed use of the applicant is such that it would interfere with existing uses previously authorized by the board of directors.
  3. Each member shall have one membership for each property served. (Amended 1987) Each membership certificate shall represent one vote. When more than one person holds the interest in a property served, the vote shall be exercised by the person in whose name the certificate is registered or by such person as the several persons may designate, but in no event shall more than one vote be cast with respect to any property.
  4. Membership shall be considered appurtenant to the real property which is owned by the member and identified by tax account number or tax lot number.
  5. Membership shall be transferable but the transfer will be effective only when noted on the books of the corporation. Such transfer will be made only to a person who becomes a fee title owner or joint tenant in the real property served, as recorded with the county. A member will transfer his membership in the corporation to his successor in interest as part of the transaction whereby he disposes of his interests in said property. The secretary upon request will make note of such transfer on the records of the corporation and shall issue a new certificate to the successor in interest of the previous existing member. The certificate shall bear the same number as the certificate it replaces.
  6. When membership in the corporation is not transferred, it shall terminate upon the disposition or other termination of the member’s interest in the property, regardless of whether or not the certificate is surrendered to the corporation. Membership also may be terminated by action of the board of directors where the use of the property is changed so as to materially increase the amount of water consumed to the prejudice of other existing members or to the prejudice of the orderly operation of the business.
  7. The termination of the membership of any member shall not disqualify for membership any other person who has or obtains an interest in the property of the terminated member and who otherwise meets the requirements of these bylaws.
  8. In the event a member’s property interest is divested other than by voluntary means, such member’s membership will pass to the trustee, receiver, executor or the like who will be entitled either in person or through a designated representative to exercise all of the rights incident to such membership, but subject to such duties and liabilities also applicable to the membership. The trustee, receiver, executor or the like may terminate such membership by written notice to such effect delivered or mailed to the secretary of the corporation. Upon the final disposition of such property rights, the owner thereof shall be entitled to membership in like manner as if the membership had been transferred to him by the original member as set forth in Paragraph 5 above.
  9. Upon the transfer of a membership, the corporation will not look to the successor in interest for the payment of any past due amounts. The corporation will seek collection only from the individual who incurred such charges or assessments or from the property itself if a judgment lien had been duly perfected against such property.
  10. Only members in good standing shall be eligible to vote, serve as a director, or submit petitions under these bylaws. A member shall be considered in good standing if all fees, charges, and assessments due to the corporation are paid in full and the member is not currently under suspension of service. The board of directors shall determine good standing based on records maintained by the corporation. Members not in good standing shall be notified in writing at least ten (10) days before any membership vote or board election. The notice shall specify the amount due and the deadline to restore good standing.

ARTICLE VI

MEMBERSHIP CERTIFICATES

  1. This corporation shall not have capital stock. Membership in the corporation shall be represented by membership certificates. The certificates shall represent the right to use and enjoy the benefits of the corporation’s water supply system upon the payment of necessary assessments, if any, and of reasonable charges based upon such use, provided such use and enjoyment are consistent with the rules, regulations and contracts affecting the same as may from time to time be prescribed by the board of directors.
  2. A membership certificate shall be issued to each member of record and bear on its face the following statement:

This membership certificate is issued and accepted in accordance with and subject to the conditions and restrictions stipulated in the articles of incorporation and bylaws and amendments to the same of the Midland Water Association, Inc.

                                                                            ARTICLE VII

MEETINGS OF MEMBERS

  1. The annual meeting of the members of this corporation shall be held in the County of Columbia, State of Oregon, on the third Tuesday of January each year, with at least ten (10) days’ advance notice to members stating the time and place of the meeting. If unsafe weather prevents meeting on that date, the board may reschedule to the nearest practical date.
  2. Special meetings of the members may be called at any time by action of the board of directors, and must be called whenever a petition requesting such a meeting is signed by at least ten (10) percent of the members and presented to the secretary or the board of directors. The purpose of the special meeting shall be stated in the meeting notice, and no business may be conducted at the meeting except for that which is specified in the notice. For the purposes of this section, “business” refers to matters presented for member action or vote. Discussion or clarification by the board related to the topic specified in the meeting notice shall not be considered outside the scope of the meeting.
  3. Notice of both regular and special meetings of the members shall be sent by first-class mail to each member of record, using the address on file with the corporation. Notices must be mailed no fewer than ten (10) days and no more than forty (40) days before the meeting. Each notice must include the date, time, location, and purpose of the meeting. No failure or irregularity in the notice of any regularly scheduled annual meeting shall affect any business conducted at the meeting.
  4. The members entitled to vote who are present, in person or by proxy, at any properly noticed meeting shall constitute a quorum for the transaction of business. Decisions shall be determined by a majority (51%) of votes, unless otherwise specified in these bylaws. All proxies shall be in writing and filed with the secretary. Such proxies may be general or restrictive. Proxies shall be revocable and shall not be valid beyond eleven (11) months, nor after termination of the member by cessation of the member’s interest in the property (Amended 1/99).
  5. Directors of this corporation shall be elected at the annual meeting of the members as provided in Article VIII, Section 1. No cumulative voting shall be allowed. In all board elections, including uncontested seats, each candidate shall be subject to a Yes/No vote by the membership. A candidate must receive more Yes than No votes in order to be elected. Voting may be conducted by a show of hands, voice vote, or ballot, as determined by the board. If no candidate receives a majority of Yes votes for a seat, the position shall remain vacant until filled as provided in Article VIII, Section 3.
  6. The order of business at the regular meetings and so far as possible at all other meetings shall be:
    1. Calling to order and proof of quorum
    1. Proof of notice of meeting
    1. Reading and action on any unapproved minutes
    1. Reports of officers and committees
    1. Election of directors
    1. Unfinished business
    1. New business
    1. Adjournment

Special meetings are distinct from regular meetings and may follow a simplified order of business. Standard agenda items such as the reading of prior minutes, officer reports or board elections are not required unless directly related to the stated purpose of the meeting.

ARTICLE VIII

DIRECTORS AND OFFICERS

  1. The board of directors of this corporation shall consist of a minimum of two and up to five members, all of whom shall be members of the corporation. The directors named in the articles of incorporation shall serve until the first annual meeting of the members and until their successors are elected and have qualified. At the first annual meeting of the members, the directors shall be elected as follows: Two directors for three years, two directors for two years, and one director for one year. Thereafter, all directors shall be elected for a three-year term. Each director shall hold office for the term for which they are elected and until their successor shall have been elected and qualified.
  2. The board of directors shall meet within ten (10) days after the annual election of directors and shall elect a president and vice-president from among themselves and appoint a secretary-treasurer who need not be a member of the board of directors, each of whom shall hold office until the next annual meeting and until the election and qualification of their successor unless sooner removed by death, resignation or for cause. For the purposes of these bylaws, officers are members of the board of directors who have been elected by the board to serve in specific executive roles.
  3. If the office of any director becomes vacant by reason of death, resignation, retirement, disqualification or otherwise, except by removal from office, a majority of the remaining directors shall, by a majority vote, choose a successor who shall hold office until the next regular meeting of the members of the corporation, at which time the members shall elect a director for the unexpired term or terms.
  4. A majority of the board of directors shall constitute a quorum at any meeting of the board. The affirmative vote of the majority of the directors at a meeting at which a quorum is present shall be the act of the board.
  5. Compensation of officers may be fixed only at any regular or special meeting of the members of the corporation. Directors shall receive no compensation for their services as such.
  6. Officers and directors may be removed from office in the following manner: Any member, officer or director who has reason to bring charges against a director or officer shall file those charges in writing with the secretary of the corporation. The charges must clearly specify the alleged misconduct and be based on factual evidence, not hearsay. The person filing the charges shall also provide written notice of the charges to the individual named. If presented by a member, the charges must be accompanied by a petition signed by ten percent (10%) of the members of the corporation. Such removal shall be voted on at the next regular or special meeting of the members and shall be effective if approved by a vote of the majority of those present and voting, provided that a quorum consisting of at least 25% of all members entitled to vote is present in person or by proxy. This quorum requirement supersedes the general quorum provision in Article VII, Section 4 for the specific purpose of member votes to remove a director or officer. The director or officer against whom such charges have been presented shall be informed, in writing, of such charges at least twenty (20) days prior to the meeting at which charges will be considered, and shall have the opportunity at such a meeting to be heard in person and/or by counsel and to present witnesses; the person or persons presenting such charges against them shall have the same opportunity. If the removal of a director is approved, such action shall also vacate any other office held by the removed director in the corporation. A vacancy in the board thus created shall be immediately filled by a vote of a majority of the members present and voting at such meeting. A vacancy in any office thus created shall be filled by the board of directors from among their number so constituted after the vacancy in the board has been filled.
  7. Any new structures in proximity to the main line shall have approval of the board. Any damage caused to district main line on a member’s property due to neglect becomes the responsibility of the member, i.e. building, driveway, tree roots, etc. (Amended 1/99)
  8. Property owners are responsible for all lateral lines beginning after the first valve. The corporation retains ownership and responsibility for the distribution line and all infrastructure up to and including the first valve. If the corporation makes changes that require relocation and/or extension of a lateral line, the corporation shall be responsible for the initial installation. Ongoing ownership and maintenance of the relocated or extended line shall thereafter be the responsibility of the property owner. (Amended 10/21/25)
  9. Prohibited Tampering: Members and other individuals shall not tamper with, alter, damage, or connect to any part of the corporation’s water system infrastructure without prior written authorization from the board of directors. Unauthorized tampering may result in penalties, suspension of service, or legal action as determined by the board.
  10. Any officer or director who resigns or is removed from the board shall return all documents, records, keys, equipment or other property belonging to the corporation within ten (10) business days of their departure. Failure to return such items may result in appropriate legal or administrative action by the board of directors.
  11. The corporation shall indemnify its directors and officers to the fullest extent permitted by Oregon law against expenses and liabilities reasonably incurred in connection with their service to the corporation, provided they acted in good faith and in a manner reasonably believed to be in the best interests of the corporation. The corporation may purchase and maintain insurance on behalf of any person entitled to indemnification under this provision, whether or not the corporation would otherwise have the power to do so.

ARTICLE IX

DUTIES OF DIRECTORS

  1. The board of directors, subject to restrictions of law, the articles of incorporation, and these bylaws, 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 is 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.
    1. To approve membership applications and to cause to be issued appropriate certificates of membership. The board may make binding commitments to the system in the future in cases involving proposed construction or may issue such certificates prior to the commencement of the proposed construction;
    1. To select and appoint all agents or employees of the corporation, remove such agents and employees of the corporation, prescribe such duties and designate such powers as may not be inconsistent with these bylaws, fix their compensation and pay for faithful services;
    1. To borrow from any source, money, goods or services and to make and issue notes and other negotiable or nonnegotiable 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; and to do every act and thing necessary to effectuate the same;
    1. 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;
    1. To order if desired, 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;
    1. To fix and alter the charges to be paid by each member for services rendered by the corporation to the member, 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 nonpayment of the same. The board may establish one or more classes of users. All charges shall be uniform and nondiscriminatory within each class of users;
    1. 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;
    1. To select one or more banks to act as depositories of the funds of the corporation and to determine the manner of receiving, depositing, and disbursing of 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;
    1. To levy assessments against the members of the corporation in such manner and upon such proportionate basis as the directors deem equitable, and to enforce collection of such assessments by the suspension of water service or other legal methods. The board of directors shall have the option to suspend the service of any member who has not paid such assessment within thirty (30) days from the date the assessment was due. The corporation must give the member at least fifteen (15) days written notice at the address of the member on the books of the corporation of its intention to suspend such service if the assessment is not paid. Upon payment of such assessments, and a disconnection fee of $50.00 and a reconnection fee of $25.00, service will be promptly restored to such a member (Amended 1/31/01). In addition to suspension of service, the board may pursue recovery of unpaid charges or assessments through means including, but not limited to, the placement of a lien on the member’s property in accordance with Oregon law, or referral of the delinquent account to a collection agency. In addition to the delinquent balance, the member shall be responsible for all costs incurred by the corporation in pursuing collection, including, but not limited to, attorney fees, court costs, lien filing fees, and collection agency charges;
    1. The corporation shall have the right to access, inspect, maintain, repair, or replace water system infrastructure located on or across member properties, including main lines, valves, and related equipment, as reasonably necessary to ensure continued service and system integrity. Members shall not obstruct or interfere with such access. The corporation shall provide notice when practicable, but in the event of an emergency, no notice shall be required.

                                                                             ARTICLE X

DUTIES OF OFFICERS

  1. Duties of President. The president shall preside over all meetings of the corporation and the board of directors, call special meetings of the board of directors, perform all acts and duties usually performed by an executive and presiding officer, and sign all membership certificates and such other papers of the corporation as they may be authorized or directed to sign by the board of directors, provided the board of directors may authorize any person to sign any of or all checks, contracts and other instruments in writing on behalf of the corporation. The president shall perform such other duties as may be prescribed by the board of directors.
  2. Duties of the Vice-President. In the absence or disability of the President, the Vice-President shall perform the duties of the President, provided, however, that in case of death, resignation or disability of the President, the board of directors may declare the office vacant and elect their successor.
  3. Duties of the Secretary-Treasurer. The secretary-treasurer shall keep a complete record of all meetings of the corporation and of the board of directors and shall have general charge and supervision of the books and records of the corporation. They shall attest the president’s signature on all membership certificates and other papers pertaining to the corporation unless otherwise directed by the board of directors. They shall serve, mail or deliver all notices required by law and by these bylaws and shall make a full report of all matters and business pertaining to their office to the members at the annual meeting or at such other time or times as the board of directors may require. They shall keep the corporate seal and membership certificate records of the corporation, complete and attest all certificates issued and affix said corporate seal to all papers requiring seal. They shall keep a proper membership certificate record, showing the name of each member of the corporation and date of issuance, surrender, transfer, termination, cancellation or forfeiture. They shall make all reports required by law and shall perform such duties as may be required of them by the corporation or the board of directors. Upon the election of their successor, the secretary-treasurer shall turn over to them all books and other property belonging to the corporation that they may have in their possession. They shall also perform such duties with respect to the finances of the corporation as may be prescribed by the board of directors.

ARTICLE XI

AMENDMENTS

These bylaws may be repealed or amended by a vote of the majority of the members present at any regular meeting of the corporation, or at any special meeting of the corporation called for that purpose.

We certify that the foregoing bylaws, as amended to include all changes approved by the membership on October 21, 2025, are in full force and effect.

Given under our hands and the seal of the corporation this 18th day of November, 2025.