By Laws of Nob Hill Water

The revised By-Laws of Nob Hill Water Association, proposed and submitted to the members at the annual meeting of the members of the association, held on Wednesday March 18, 2009 at 7:30PM at the Howard Johnson 9 N 9th St, Yakima, WA 98901, having been adopted by a vote of the majority of the members present at said meeting, are:


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Article 1 - Name
Article 2 - Object
Article 3 - Membership
Article 4 - Officers
Article 5 - Board of Trustees
Article 6 - Meetings
Article 7 - Certificates
Article 8 - Water Rights
Article 9 - Financial obligations
Article 10 - Indemnity
Article 11 - Seal
Article 12 - Amendment
Article 13 - Parliamentary Authority


ARTICLE I - NAME

Section 1. Name. The name of this association shall be NOB HILL WATER ASSOCIATION, a private non-profit association ("Association" herein). The Association shall conduct its business under the name Nob Hill Water Association.

Section 2. Authorization. The Association has filed with the Washington State Secretary of State, incorporation division under number 2-024268-1 and as a non-profit association under the Internal Revenue Service number 501 (c) (12). The Association is a non-stock association.

Section 3. Registered Agent. The Registered address shall be 6111 Tieton Drive, Yakima, Washington 98908. The name of the registered agent shall be Nob Hill Water Association, Office Manager.

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ARTICLE II. - OBJECT

The purpose for which the Association is organized is:

Section 1. To build, construct, purchase, acquire, own, hold, operate and maintain water works, systems of water works, water pipes, pipe lines, conduits and other structures and appliances for the purpose of furnishing to its members water for residential domestic and irrigation use; and for those purposes and to that end and in furtherance of said objectives, but not in limitation of the general scope thereof, to construct, own and use buildings, reservoirs, stand pipes, pipes and pipe lines, water mains, delivery pipes, or either, together with any and all structures and appliances necessary, proper or convenient for said purposes. All new construction shall be completed in accordance with the technical specifications as specified in the most current Water System Comprehensive Plan for the Association or as directed by the engineer in accordance with accepted engineering principles. The primary purpose of this association is to provide domestic water, but that shall not prevent the Association from providing irrigation water only when in the judgement of the Board it is deemed appropriate. The Board shall at all times have the right to restrict, when necessary in the judgment of the Board, water delivery or water usage to residential purposes only, even to the exclusion of residential irrigation water usage, such as watering lawns, trees, shrubs, etc.

Section 2. To acquire by appropriation under the laws of the State of Washington, or by purchase, lease or otherwise, water and water rights for the use of its members for residential domestic, residential irrigation or commercial purposes; and to sink wells for the purpose of securing water supply for the use of the members for said purposes; and to take, divert, receive, store, treat, conserve, carry and deliver such water to its members and to charge, take, receive and collect therefor reasonable charges, water rentals, assessments and water rates, and to require and enforce the payment of such charges, rentals and assessments in such manner and under such rules and regulations as it may adopt. Said water rights and other rights and the delivery of such water and the charges made for same or for any and all other purposes of the Association to be on a cooperative basis only and such charges, assessments and collections shall never exceed the actual cost of acquiring and distributing water as aforesaid to the members of the Association except for the creation of reasonable reserves to meet such contingencies or emergencies which may arise with respect to the acquisition and ownership of property for the foregoing purposes and the operation, repair, maintenance and extension of same.

Section 3. To enter into contracts for, and to secure, supervise and regulate, the furnishing and delivery by any person, firm or corporation of water to the members of this association for domestic and irrigation use, and to fix, make and arrange the terms upon which said water shall be so furnished and delivered upon, at and for a water rental or consideration to be fixed between this association and the party performing such service, and to require and enforce the payment by its members of the charges and rentals made and fixed for such service, and to arrange for and permit delivery of such water to the members of the Association through the pipes, mains, pipe lines, delivery pipes, water works and water works system constructed.

Section 4. To acquire by purchase, franchise, gifts or otherwise, rights of way for, real and personal property for, permits for and grants or easements for, such reservoirs, stand pipes, tanks, canals, flumes, aqueducts, pipes and other structures owned and operated by the Association.

Section 5. To carry for and deliver to, or permit or cause to be carried for and delivered to, the members of the Association through the pipes, mains, conduits, water works, or water works system of the Association, and any service pipes, taps, meters, hydrants, faucets, connections to other appliances used in connection therewith, or permitted to be used in connection therewith by its members, the water to which they may be entitled for domestic use or for irrigation purposes, at points along and upon any water pipe, water main, pipe line or service pipe, owned, leased or operated by the Association for said purposes; and to charge, collect and receive from its members in addition to the regular charges and water rentals herein before provided for, assessments representing construction and maintenance charges for the building, enlarging, extending, improving, maintaining and operating of said pipes, mains, water works, water works systems, or any appurtenances thereof, or of procuring water, or a water supply, for said members, said assessments and maintenance charges to be levied equally and ratably upon all members of the Association who are entitled to receive water from or through its works, plant or system, which said charges and water rentals shall not exceed in the aggregate for any year a sum sufficient to pay any existing indebtedness of the Association and the estimated cost of maintaining the water works system and system of pipes and pipe lines, ditches, canals, wells, reservoirs and other works or plant owned, leased, controlled or operated by the Association and of providing suitable and adequate works and means for carrying, distributing and delivering to said members the ware which they are entitled to receive, together with other necessary incidental expenses of the Association and the accumulation of reasonable reserves for the renewal of its works and to meet extraordinary contingencies; said charges and rentals to be estimated annually by the Board and levied and collected as may be provided in the bylaws. The complete cost of materials and installation of new water mains, fire hydrants and appurtenances required for specific developments, including off-site improvements required, may be collected from the person(s) developing the property.

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ARTICLE III. - MEMBERSHIP

Section 1. Membership. The Association shall have only one class of members. The number of members of the Association shall be unlimited unless specified otherwise in the most current Water System Comprehensive Plan for the Association.

Section 2. Qualification. The Association shall issue a receipt for a certificate to each member, evidencing membership in the Association and their rights pursuant to RCW Chapter 24.03 et seq. and other applicable state laws or ordinances, the bylaws of the Association, and the parliamentary rules adopted by the Association and other rules as established by the membership and/or the Board within their jurisdiction.

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ARTICLE IV. - OFFICERS

Section 1. The officers of the Association shall be: President, Vice-President, Secretary, and Treasurer. The President and Vice-President shall be elected by the Board of Trustees and shall be members of the Board. The offices of Secretary and Treasurer may be combined. The Secretary or Treasurer, or either, may be appointed by the board from persons not members or trustees of Nob Hill Water.

Section 2. Duties of the Officers shall be:

A. President shall:
  1. Preside at all meetings of the trustees and members of the Association;
  2. Sign all instruments in writing which have been approved by the Board and attested by the Secretary. Oversee and approve all contracts. No contract by any officer of the Association shall be valid and binding upon the Association without the previous authorization or subsequent ratification of the Board;
  3. Call meetings of the trustees on a regular basis;
  4. Have general supervision of the business of the Association, subject to the advice and control of the Board;
  5. Perform such other duties as may be prescribed by the Board.
B. Vice-President shall perform all the duties of the President in his or her absence or disability with the approval of the Board.

C. Secretary shall:
  1. Arrange for the keeping of a full record of all proceedings of the Association, of the Board and all meetings of the members.
  2. Arrange for the making of annual reports and statements of all business of the Association showing the exact condition thereof. That report shall be submitted to the members of the Association at their annual meeting, and other such statements shall be submitted at any other time as required by the Board.
  3. Arrange for the filing of all federal, state and local business forms in a timely manner.
  4. May be required to give bond for the faithful performance of their duties.
  5. Perform other secretarial duties as requested by the Board.
  6. Perform all duties of the president in his or her absence or disability and the absence or disability of the vice-president, all with the approval of the board.

D. Treasurer shall:
  1. Arrange for the receiving and safekeeping of all funds of the Association.
  2. Arrange for the dispersing of money on behalf of the Association under such rules and in such manner as the Board may direct.
  3. May endorse any and all drafts, checks, order or other instruments in writing.
  4. Arrange for the annual reporting of all funds received and distributed and submit the report at the annual membership meeting and/or at other such times as may be required by the Board.
  5. May be required to give bond in such amount as the Board deems proper, the amount to be fixed by resolution entered in the minutes of the proceedings of said Board.
  6. Shall have the funds audited annually.

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ARTICLE V. - BOARD OF TRUSTEES

Section 1. Board of Trustees ("Board" herein) shall be limited to five (5) members.

Section 2. Election of Board shall be held at the annual meeting of the Association.

A. No person shall be eligible to election as trustee unless they are a member of the Association. All elections shall be decided by majority vote.

B. Members shall be elected for a term of five years. At each annual election, one (1) trustee shall be elected by the general membership. The trustee shall qualify forthwith after their election, and assume their duties within one week succeeding their election, and shall serve for a period of five years, or until their successors are duly elected or appointed and qualified.

C. In case of vacancy, the Board shall elect a qualified member to fill the vacancy for the remainder of the term of the trustee whose office has been vacated.

D. When any Board member ceases to be a member of the Association, their authority as a trustee shall terminate in 10 days.

Section 3. General power to manage the Association shall be given to the Board between annual membership meetings. The Board shall:

A. Have the general supervision and control over all agents and employees of the Association and power to fix salaries and/or compensation to be paid to all officers and agents of the Association.

B. Have the power to make rules and regulations and establish policy not inconsistent with the laws of the State of Washington, local laws and regulations, and the bylaws of this association.

C. Have full power and authority to enter into contracts with any person, firm or corporation to furnish and deliver water to the members of this association.

D. Have full power and authority to enter into contracts with any person, firm or corporation to furnish and deliver to the members of this association water for residential domestic and irrigation or commercial use through the works, system and plant of this association and to arrange and agree upon the rate, rental and price at which and the terms and conditions upon which such water shall be furnished to said members and to provide the manner in which the water rentals payable therefore shall be paid and enforced.

E. Cause to be kept a complete record of its meetings and acts, to supervise all of the acts of the officers, agents and employees, require the Secretary and Treasurer to oversee the keeping of full and accurate books or accounts, which are to be kept in accordance with generally accepted procedure.

F. Keep books and papers of the Association, except the books of account and records of business kept by the Treasurer, in the office of the Secretary, and all books and papers of the Association shall, at all times during business hours, be open to inspection by the Board or any member or duly authorized agent or attorney of any member in accordance with RCW 24.03.135.

G. Cause to be issued in the name of each member of the Association, one (1) certificate for each water service owned by a member. (See Article VII)

H. Cause the money, funds and assets of the Association to be safely kept, directing where the same shall be deposited.

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ARTICLE VI - MEETINGS

Section 1. Annual Membership Meeting:

A. Meeting. The annual meeting of the members of the Association shall be held on the third Wednesday of March at such place as may be designated by the Secretary with at least ten (10) days written notice to each of the members, at their address as shown by the books of the Association, in advance thereof, for the purpose of electing trustees in accordance with Article V of said bylaws and for the business of transacting all other business properly to come before the members of the Association.

B. Quorum. The attendance, in person or by proxy, of the majority of the bona fide members of the Association shall be necessary to constitute a quorum to transact business at any membership meeting.

C. Vote. At said annual membership meeting, each bona fide member of the Association shall be entitled to one (1) vote, regardless of the number of certificates held or owned by that member. (See Article VII)

D. Proxy. A member, desiring to be represented by proxy at a membership meeting, shall nominate and appoint their proxy in writing. The Proxy shall be filed with the Secretary of the Board prior to the opening of the meeting. No one shall be allowed to act as proxy for any member unless they are also a member of the Association.

E. Proxy Committee. The Proxy Committee shall represent those members for which there is a valid proxy card on file.

  1. The committee shall be comprised of five (5) members. All committee members shall be members of the Association.
  2. The Association shall make known the need for Proxy Committee members (such as in the newsletter). A list shall be comprised of those members who express an interest to be on the committee. Each Board member shall select one person to be on the committee. This person may or may not be from the list.
  3. The committee shall select itís own chairperson.
  4. The total number of proxies on hand shall be divided equally among the committee members present at the meeting. Where the proxies cannot be equally divided, the remaining proxies shall be voted by the then chairman of the board. At least three (3) committee members must be present to vote.
  5. A Proxy Committee term shall be for two (2) years, except for the first year of these by-laws, when two (2) members will serve a one (1) year term.
  6. In the event any proxy committee member is unable to serve and vote, then his or her successor shall be appointed by the board member that originally appointed that committee member.

F. Business votes. All questions submitted to the members shall be decided by voice vote, except on demand of a member to take a counted vote. All counted votes shall be recorded in the minutes of the meeting.

Section 2. Special Membership Meetings.

A. Procedure. Special membership meetings may be called at any time by the President when deemed necessary and/or by the request of a signed petition of one-third (1/3) of the members of the Association.
B. Notice of such special meeting shall be given to each member. Notices shall be mailed to each member, postage pre-paid, at their address as shown by the books of the Association, at least five (5) days before such special meeting. The notice shall state the object for which the special meeting is to be held and all items to be covered at said meeting.
C. Quorum. The quorum for a special meeting shall be the same as for the annual membership meeting, proxy voting shall be allowed.

Section 3. Board of Trustees Meetings.

A. Meetings. The Board shall hold regular meetings at such place and time as shall be designated by the Secretary by notice to each of the trustees in writing five (5) days prior thereto, for the purpose of conducting the business of the Association. A regular meeting of the Board shall be held within one (1) week following the annual meeting of the members of the Association for the purpose of electing officers.

B. Quorum. The quorum of the Board shall be a majority of the active voting members.

C. Special Meetings. Either the President, or in the case of their absence, the Vice-President, or the Secretary at the direction of the President or Vice-President, may call such meeting of the Board upon three (3) days notice in writing mailed to the other trustees, postage prepaid, addressed to them at their place of residence as shown by the books of the Association.

D. Special Meetings by consent. Meeting of the Board may be held at any time and place and for any purpose by consent of all of the trustees expressed in writing and filed with the Secretary or upon attendance at and participation in any such meeting by all of the trustees.

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ARTICLE VII - CERTIFICATES

Section 1. Certificates of this association shall be of such form and device as the Board may, by resolution, direct. Each certificate shall express on its face its number, the date of issuance, and the name of the person or persons to whom it is issued and address of property to which it is issued. Such certificate is held by the Association in the owner’s name, subject to the bylaws of this association. A member may own more than one (1) certificate. The Association shall deliver to such member a receipt evidencing the fact of membership.

Section 2. Transfer of Certificates. Certificates of this association may be transferred by an endorsement on the certificate by the member in whose name with the Association the certificate is registered, their attorney, or by the Association, but no transfers shall be valid against the Association until the certificate has been endorsed and the entry of the transfer has been made on the books of the Association, so as to show the names of the parties by and to whom transferred, the number and designation of the certificates, the date of transfer, and all charges and assessments applicable to each certificate have been fully paid.

Section 3. Fractional Certificates. Certificates for fractional certificates shall not be issued.

Section 4. Liens. The Association shall have a lien upon the certificate of any member for any and all unpaid water rentals owing to the Association, and for any and all unpaid charges or assessments levied for the construction, extension, equipment, maintenance and operation of its plant works. Said certificate shall be liable to said lien and enforcement of the same, whether in the hands of the delinquent member or in the hands of any person purchasing, renting or leasing the property to which certificate pertains from such delinquent member, and the officers of the Association may refuse to cancel any certificate and issue a new certificate therefor, or to transfer said certificate, until all unpaid water rentals and maintenance charges and assessments have been paid.

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ARTICLE VIII - WATER RIGHTS

Section 1. Authority. The Board shall have full power and authority to adopt rules and regulations for the use of water through the pipes, mains and system of the Association and through the service pipes and appliances of these members and water users, and to limit hours within which water shall be used through said system for certain and definite purposes.

Section 2. Applications. A member desiring to procure the delivery of water to them through the water pipes, water mains or water works system of the Association shall make application therefore to the Secretary of the Association or his or her designee and agree in form to their rights, duties and obligations as a water user and agree to be bound by all of the provisions of the by-laws of the Association and the rules and regulations theretofore or thereafter adopted by its Board. The right of such member to secure the delivery of water through and by means of pipes, mains and systems of said Association shall be in virtue of their ownership of said certificate, and the right to receive water shall continue to said member, their heirs or assigns, so long as all water rentals and charges and assessments for maintenance are paid; and any person to whom said certificate may be duly transferred upon the books of the Association shall be entitled to said service, so long as said water rentals, charges and assessments are paid when levied and due; provided, however, that any assignee of said certificate shall be required before said certificate is transferred to them upon the books of the Association to sign a similar statement.

Section 3. Connections. The board shall have full power and authority to prescribe rules and regulations under which connections shall be made with the pipes and mains of the Association for service pipes for the use of its members, and all connections of service pipes with the pipes and mains of the Association shall be made under the direction of and to the satisfaction of the Board; and each and every member making connection with the pipes and mains of the Association shall pay all charges and expenses of every kind in furnishing supplies and putting in said service pipes and all connections and cut-offs and connections necessary thereto. There shall be provided with every connection a proper and convenient cut-off outside of the property line of the property service, which cut-off shall be installed at the expense of the member making the connection, but shall belong to and be the property of the Association and under the exclusive control of said Association and any person, firm or corporation furnishing and delivering water through said pipes, mains and system of the Association, and no member shall have any right or authority to interfere with the said cut-off in any manner either to turn the water on or off.

Section 4. Discontinuance of Service.

A. By a Member. A member shall be required to give written or verbal notice to the Association of his or her intention to discontinue service.

B. By Nob Hill Water Association.

  1. Service may be discontinued by the Association for any of the following reasons:
    • a. For the nonpayment of bills. The Association shall require that all bills for service be paid within 30 days after issuance. Upon the expiration of 30 days without payment, the bill may be considered delinquent.
    • b. For the use of water for purposes of properties other than that specified in the application;
    • c. Under flat rate service for increased use of water without approval of the Association.
    • d. For willful waste of water through improper or imperfect piping equipment or otherwise;
    • e. When a member’s piping or equipment does not meet the Association’s standards or fails to comply with other applicable codes and regulations;
    • f. For tampering with the Association’s property;
    • g. Where the premises have been vacated by a member;
    • h. For nonpayment of proper charges including deposits, fees and assessments;
    • i. For refusal to grant access to the premises to the Association or its employees;
    • j. For violation of rules or service agreements;
    • k. For the use of equipment which adversely affects the Association’s service to its other customers;
    • l. For fraudulent obtaining or use of service. Whenever a fraudulently obtained or use of service is detected by the Association it may discontinue service without notice provided, however, that if the customer shall make immediate payment for such estimated amount of service as had been fraudulently taken and all costs related from such fraudulent service, the Association shall continue the service subject to the applicable deposit requirements as are set by the Association. If a second offense as to fraudulent obtaining or use of service is detected by the Association it may refuse to reestablish service unless ordered by a court of competent jurisdiction.

  2. Except in case of danger to life or property fraudulent use, impairment of service, or violation of law, the Association shall not discontinue service unless the following conditions are met:
    • a. Except in case of danger to life or property no disconnection shall be accomplished on Saturdays, Sundays, legal holidays or on any day on which the Association cannot re-establish service upon the same or following day. Nor shall disconnections or reestablishment of connections be made other than during ordinary business hours.
    • b. When an Association employee is dispatched to disconnect service, that person shall be required to accept payment of a delinquent account at the service address if tendered in cash, but shall not be required to dispense change for cash tendered in excess of the amount due and owing. Any excess payment shall be credited to the memberís account. The Association shall be permitted to assess a reasonable fee as established by the Board of Directors of the Association for the disconnection visit to the service address. Notice of the amount of such fee, if any, shall be provided within the notice of disconnection.
    • c. For services provided through a master meter or where the Association has reasonable grounds to believe service is to other than a customer of record, the Association shall undertake all reasonable efforts to inform the occupants of the service address of the impending disconnection. Upon the request of one or more service users for services to other than the subscriber of record, a minimum period of five (5) days shall be allowed to permit the service users to arrange for continued service.
    • d. For services provided to a hospital, medical clinic with resident patients or nursing home, notice of pending disconnection shall be provided to the Washington State Department of Social & Health Services as well as to the member. Upon a request from the director or his or her designee, a delay in disconnection of no less than five (5) business days from the date of the notice shall be allowed so that the Department may take whatever steps are necessary, in its view, to protect the interest of the patients resident therein who are the responsibility of the Department. During the period of time from the mailing of the notice as provided in Section b above until the eighth (8th) business day following the mailing of such notice, the member may appeal the decision to disconnect by written notice, in letter form, delivered to the managing officer of the Association. Service shall not be disconnected until a final decision has been rendered by the managing officer of the Association.
  3. Service shall be restored to any member when the causes of discontinuance have been removed and when payment of all proper charges due from the member, including any proper deposits, disconnect or reconnection fees have been made as provided by the By-Laws or Resolution of the Board of Directors of the Association.

Section 5. Refusal of Service. The Association may refuse to connect a member for service or may refuse to render additional service to a member when such service will adversely affect service being rendered to other members or when the member has not complied with state, county or municipal codes or regulations concerning the rendition of such service.

  1. 1. The Association may refuse to serve an applicant or member if, in its judgment said applicants or members installation of piping or equipment is hazardous or of such character that satisfactory service cannot be provided.
  2. 2. The installation of proper protective devices on a member’s premises may be required whenever the Association deems such installation necessary to protect its property or that of its other members.
  3. 3. The Association shall not be required to connect with, or render service to a member, unless and until it can secure all necessary rights-of-way, easements and permits.
  4. 4. The Association may not be required to provide service if to do so would not be economically feasible
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ARTICLE IX - FINANCIAL OBLIGATIONS

Section 1. Profit/Assets. The Business of this association shall be conducted strictly upon the cooperative basis and no service shall be rendered to or for any person, firm or corporation other than members of this association and there shall be no profit earned by the Association nor any dividends declared from any accumulations in its treasury nor any dividends of assets of the Association among the members thereof at any time except upon the dissolution and liquidation of the Association.

Section 2. Dissolution. In the event the Association is dissolved or liquidated, then the Association shall value equally, all of the outstanding certificates for water usage and each member shall be entitled to receive the value of his or her certificates multiplied by the number of certificates that he or she owns.

Section 3. Annual Statement. The Board or their designee shall annually prepare and file with the Secretary on or before the regular monthly meeting of the board in February of each year, a statement showing the indebtedness of the Association, together with an estimate of the cost of maintaining, repairing and extending the works and plant of the Association and of delivering to the members the water to which they are entitled, together with an estimate of the amount of money required to meet other incidental expenses of the Association for the ensuing year, and together with an estimated sum which they deem proper to provide so as to meet possible extraordinary contingencies.

Section 4. Assessments. At a regular meeting, the Board shall levy a charge or assessment against the issued and currently outstanding certificates of the Association held by its members and registered with the Secretary so as to entitle the holder thereof to the delivery of water from the water system of the Association, equally and ratably, which assessments in the aggregate, shall equal the total amount of the estimate provided for in Section 3 of the Article.

Section 5. Rental/metered fees. In addition to the charges and assessments herein before provided for the maintenance, operation and extension of the system and plant of the Association, including incidental charges and to meet extraordinary contingencies, the Board shall have full power and authority, and it shall be the duty, by the regular monthly meeting of the board in February of each year, if said Association shall own or control the water supply, or water rights representing the water to be used by its members, to fix the regular water rental to be charged and paid by the members for water actually delivered to and used by them through the plant of said Association, payable on or before thirty (30) days after billing for the water used during the preceding month; or may be on a metered basis, or any other reasonable basis determined by the Board. In the event said water shall be furnished by any other person, firm or corporation through and in virtue of an arrangement and contract with this association, the Board shall have full power and authority to agree with the parties so furnishing said water upon water rental to be charged and paid by said members, either upon a flat monthly rate or upon meter basis, or such other reasonable basis as said Board may deem proper.

Section 6. Notification. The Secretary shall on or before the 2nd Monday of January of each year mail to each member a notice stating the charges and assessments levied upon the registered certificate of such member for the current assessment year, said notice to be mailed to the member at their last known address as shown by the books of the Association.

Section 7. Delinquency. The enforcement of water rentals and charges and assessments as herein before provided shall not be deemed exclusive of other methods of enforcement. The Association may recover such delinquent water rentals, charges or assessments by action at law against any delinquent member.

Section 8. Interest. Said charges and assessments levied as here before provided shall be payable on or before the 1st day of March succeeding their levy, and any charge of assessment not paid on or before said first day of March shall be delinquent and shall bear interest from the first day of March until paid at the highest legal rate of interest per annum, then prevailing.

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ARTICLE X - INDEMNITY

Section 1. Nob Hill Water Association shall indemnify any past or present member of the Board of Trustees of Nob Hill Water Association, and any past or present general manager of Nob Hill Water Association, insofar as it shall not be determined to be contrary to the public policy of the State of Washington, and to the extent that each of said trustees and general managers is not otherwise fully covered and defended by one or more liability insurers of Nob Hill Water Association.

Section 2. The said indemnity shall be for expenses and costs, including attorney fees, actually and necessarily incurred in connection with the defense or settlement of any pending or threatened action, suit or proceeding to which a trustee or general manager may be made a party by reason of their being or having been such official, except in relation to matters as to which he or she shall be finally adjudged to be liable of willful misconduct amounting to bad faith, or fraud.

Section 3. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Articles of Association, or under any policy of insurance of the Board of Trustees of Nob Hill Water Association, or otherwise.

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ARTICLE XI - SEAL

Section 1. The seal of the Association shall contain the words on the margin "Nob Hill Water Association, a private non-profit association."

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ARTICLE XII - AMENDMENT

Section 1. The bylaws of the Association shall be amended at any annual meeting of the members of the Association or at any special meeting called for that purpose providing previous written notice has been given thirty (30) days prior to the vote to all members of the Association at the address currently on the books of the Association. A two-thirds (2/3) approval vote by members present or by proxy shall be required for adoption.

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ARTICLE XIII - PARLIAMENTARY AUTHORITY

Section 1. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws, special orders, local, state and/or federal laws.

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