to The Official Site of the Brazos Mutual Domestic Water Consumer
BMDWCA, PO Box 92945,
Albuquerque, NM 87199
BRAZOS MUTUAL DOMESTIC
WATER CONSUMERS ASSOCIATION, INCORPORATED
ARTICLE I Definition
The word Association, as capitalized and used herein, shall mean the
Brazos Mutual Domestic Water Consumers Association, Incorporated.
ARTICLE II Seal
The fiscal year of the Association shall end on the thirty-first day
of March of each year (IRS Regulations Section l.441-1 (b) (3)).
ARTICLE III Membership
Section 1. Qualification for Membership. The basic qualification for
membership in the Association shall be ownership of a lot or lots
and/or a tract or tracts within the following described lands situated
in Rio Arriba County, New Mexico:
All of those lots, tracts or lands that are shown on that certain
plat designated “Brazos Lodge Water Co-op Assn” on file
in the Rio Arriba County courthouse and such other lands as this Association
has, prior to the date hereof, agreed to service or on account of
which memberships herein have been issued, and being within the established
boundaries of the Association or within an area reasonably accessible
to the system and who are in need of water for domestic purposes and/or
collection and disposal of sewage, and who are eligible for membership
as provided by the Articles of Incorporation, may be admitted to membership
upon application, proof of property ownership, and the payment of
a non refundable membership fee in the amount specified in the Rules
and Regulations of this Association. Provided, however, that membership
may be denied if the capacity of the Association’s system is
exhausted by the need of its existing members, and if it is financially
impossible for the Association to acquire additional facilities to
accommodate new members.
Section 2. Admission to Membership. Any natural person, association,
trust, incorporated or unincorporated group organized on a cooperative
basis or any non-profit organization meeting the basic qualification
for membership shall be deemed a member of the Association upon:
a. Submission of application for membership in the format and with
the documentation required by the Rules and Regulations of the Association
and with payment in full (Section 3-29-11 N.M.S.A. 1978) of the fees
specified therein; b. approval by the Board of Directors; and c. issuance
of a membership certificate in the name of the applicant that shall
run with the land and shall not be severed from ownership of the land
to which it is appurtenant without approval from the Board.
Section 3. Non-discriminatory Clause. Membership in the Association
shall not be denied to any applicant because of race, color, creed,
sex or national origin.
Section 4. Equal Rights of Members. The rights and privileges of members
shall be equal. Each member’s right to the delivery of water
shall be equal and the amount thereof shall be proportionate to and
based upon the total number of service connections within the distribution
system of the Association.
Section 5. Equal Obligations of Members. Because of the limited capacity
of the water system of the Association, each member shall have an
equal obligation to all other members to limit water usage to essential
needs, to practice water conservation and to refrain from wasteful
practices in the use of water.
ARTICLE IV Meetings of the Members of the Association
Section 1. Voting Entitlement. Each individual member of the Association,
regardless of the number of membership certificates such member may
possess for different properties, shall have one and only one vote.
Where a membership certificate indicates joint ownership of property,
the joint owners shall collectively have one and only one vote. Groups,
trusts, associations and organizations that are members of the Association
shall have one and only one vote that may be exercised by a delegate
designated in writing to the Secretary to represent and to vote for
such group, organization or association at any meeting of the members.
Voting shall be by ballot or by voice but not by both as determined
by the Board.
Section 2. Proxy Voting. No member shall be permitted to vote by proxy.
Section 3. Relegation of Voting Rights. No Association member shall
be permitted to relegate his/her voting right to other individuals,
groups, trusts, associations or organizations who are not listed as
owners or co-owners on the certificate of membership.
Section 4. Voting by Mail. The notification for annual and special
meetings of the members shall contain a ballot, an envelope stamped
“For Ballot Only” and a numbered return envelope.
Both the ballot and the return envelope shall be impressed with the
seal of the Association. No record shall be kept of member names associated
with numbered envelopes. A member may register his secret vote on
all matters on the agenda for the meeting by completing the ballot,
sealing it in the “For Ballot Only” envelope and mailing
it in the return envelope to the Secretary to arrive prior to the
time of the scheduled meeting. All ballots so received shall be opened
and counted at the meeting. Ballots received subsequent to the meeting
shall have no validity.
Section 5. Determination of Quorum. Six (6) percent of the members
of the Association as shown on the Voting Eligibility List shall constitute
a quorum at any meeting of the members. A member utilizing a mail
ballot to cast his/her vote and not physically present at such meeting
shall not be counted in establishing a quorum.
Section 6. Determination of a Majority. A majority of the members
present at any meeting of the members shall constitute a valid decision-making
authority for the transaction of Association business, except for
action to remove a director from office under Article VI, Section
10 hereto, which requires a two-thirds (2/3) vote.
ARTICLE V Procedures for Meetings of the Members
Section l. Rules of Order. All meetings of the members shall be conducted
in accordance with the parliamentary procedures outlined in Robert’s
Rules of Order.
Section 2. Annual Meeting. The annual meeting of the members of the
Association shall be held at any location and time as the Board chooses,
to be announced in the notification of the meeting.
Section 3. Notification of the Annual Meeting. Notice of the annual
meeting of the members shall be mailed by the Secretary to each member
of record at the member’s address shown in the Membership Book
of the Association not more than forty (40) days or less than ten
(10) days prior to the date of the meeting. Such notice shall specify
the location of the meeting and the new business to be discussed,
and shall contain the slate of qualified candidates nominated for
election to the Board of Directors together with a ballot, validated
as described in Article IV, Section 4.
Section 4. Order of Business at an Annual Meeting. The order of business
at an annual meeting of the members shall be:
a. Call to order b. Proof of quorum c. Proof of notice of meeting
d. Reading and approval of minutes e. Financial report f. Reports
of officers and/or committees g. Old business
h. New business i. Election of directors j. Adjournment
Section 5. Special Meeting. A special ad hoc meeting of the members
may be called at any time: (a) by the President on his own initiative,
(b) by the President upon written petition to him/her signed by ten
(10) percent of the members or (c) upon resolution of the Board of
Section 6. Notification of a Special Meeting. Notice of the time and
place of a special ad hoc meeting of the members shall be mailed by
the Secretary to each member of record at the member’s address
shown in the Membership Book of the Association not more than thirty
(30) days nor less than ten (10) days prior to the date of the meeting.
Such notice shall identify the authority for convening the meeting
and shall specify the subject matter proposed for consideration at
the meeting. No business other than that specified in the notice shall
be entertained or discussed at a special meeting.
Section 7. Order of Business at a Special Meeting. The order of business
at a special meeting of the members shall be:
a. Call to order b. Proof of quorum c. Proof of notice of meeting
d. Specified business e. Adjournment
ARTICLE VI Board of Directors
Section 1. Functions of the Board of Directors. A Board of nine (9)
directors shall manage the business and affairs of this Association.
The functions of such Board include:
a. The selection of and delegation of authority to officers necessary
for the management of the Association’s business; b. the determination
of policies for guidance of the management of the Association; c.
the control of expenditures by authorizing budgets; d. the keeping
of members fully informed of business of the Association; e. the causing
of audits to be made from time to time as is necessary or required
by the USDA/Rural Utilities Services and/or the Laws of the State
of New Mexico; f. the studying of the requirements of members and
promoting good membership regulations; g. the prescribing of the form
of Membership Certificates; h. the establishing of water and/or sewer
charges and the levying of assessments and the enforcement and collection
thereof, in accordance with the provisions of these bylaws, equitable
uniform rules and regulations and the Laws of the State of New Mexico;
i. the determination that the Association is operating within the
applicable Federal and State of New Mexico Corporate Laws and Regulations.
Section 2. Election and Term of the Board of Directors. The Association
shall be managed by a Board of Directors elected by the members of
the Association, which shall consist of nine (9) members, divided
into three equal classes, of whom one class shall be elected each
year at the annual meeting of the members for a term of three (3)
years. Directors shall hold office until their successors are elected,
each of who shall hold office in accordance with Article VI, Section
3 until the election.
Section 3. Election and/or Meeting of the Officers. The Board of Directors
shall meet as soon as possible after the holding of the election and
in any event within thirty (30) days of that time. They shall review
their duties as officers and shall elect a President, Vice President,
Secretary and Treasurer or Secretary-Treasurer from among themselves,
each of who shall hold office until the next annual membership meeting
and until the election and qualification of his/her successor unless
sooner removed by death, resignation or for cause. The President or
in his absence the Vice President, shall preside at all meetings of
the members and of the Directors of the Association. In the absence
of both the President and the Vice President, the Directors shall
elect one of their numbers to act as president pro tempore. (Section
3-29-12 N.M.S.A. 1978)
Section 4. Qualification for Directorship. The basic qualification
for nomination for election as a director of the Association shall
be membership in good standing in the Association. A director who
ceases to be a member of the Association for any reason shall become
disqualified from holding office and shall cease to be a director.
Section 5. Vacancies on the Board of Directors. If the office of a
director becomes vacant for any reason, except removal from office
or expiration of term, a majority of the directors shall choose from
among the members of the Association a successor who shall hold office
until the next annual meeting at which time the members shall elect
a director to fill the unexpired term of the former director.
Section 6. Compensation of Directors. The members of the Board of
Directors shall receive no compensation for services as directors.
With proper documentation/receipts, directors may be reimbursed for
per diem/mileage expenses at the State’s current rate.
Section 7. Meeting of the Board of Directors. In addition to the annual
and any special or emergency meeting, the Board shall hold meetings
at such regular intervals as stated in the Association’s Bylaws
under Article VIII.
Section 8. Powers of the Board. The Board of Directors shall have
the general power to act for the Association in any manner not prohibited
by Statute or the Articles of Incorporation. If the Association shall
at any time borrow or receive by way of grant any property of the
United States through any of its agencies, the Board of Directors
shall pursue such management methods including accountings and audits
as such agency may prescribe.
Section 9. Nominations. At least one candidate for each vacancy on
the Board of Directors shall be nominated by the Board at a regularly
scheduled meeting or by a nominating petition signed by at least ten
(10) members of the Association. The Board of Directors must receive
nominating petitions at least sixty (60) days before the annual meeting.
Section 10. Removal of a Director from Office. Any director or officer
of the Association may be removed from office with cause by a vote
of not less than two-thirds (2/3) of the members of the Association
present at any annual meeting or at any special meeting called for
that purpose, provided that a quorum is present. The director or officer
shall be informed in writing of the charges against him/her at least
ten (10) days before such meeting in person or by counsel and shall
have the opportunity to present witnesses in his/her behalf. Vacancies
caused by such removal from office shall be filled at the annual or
special meeting at which the case is heard, and the newly elected
director shall serve out the term of the director he/she replaces.
The Board of Directors either by action of the Board or upon receipt
by the Board of a petition signed by at least twenty (20) members
of the Association shall initiate the removal process. Employees or
agents, other than directors and officers, may be removed from office
or employment at any time by action of the Board of Directors.
ARTICLE VII Duties of Officers
Section 1. Duties of the President. The President shall preside over
all meetings of the Association and the Board of Directors, shall
call special meetings of the Board of Directors and perform all acts
and duties usually performed by an executive and presiding officer.
He/She shall sign all membership certificates, notes, bonds, mortgages,
contracts and other instruments on behalf of the Association. He/she
shall be an ex-officio member of all standing committees and shall
have such powers and shall perform such other duties as may be properly
required of him/her by the Board of Directors.
Section 2. Duties of the Vice President. The Vice President in the
absence, resignation or disability of the President, shall perform
the duties of the President. However, in case of death, resignation
or disability of the President, the Board of Directors may declare
the office vacant and elect his or her successor to fill the unexpired
portion of the President’s term.
Section 3. Duties of the Secretary. The Secretary shall be the custodian
of the corporate seal and of all non-fiscal records and files of the
Association. He/she or designee shall attend meetings of the members
and of the directors and shall keep minutes therefrom. He/she shall
maintain the Membership Book in current status and shall compile the
Voter Eligibility List for meetings of the members to establish voting
eligibility thereat. He/she shall keep a proper membership certificate
record, showing the name of each member of the Association and date
of issuance, surrender, transfer, termination, cancellation or forfeiture.
He/she shall prepare, coordinate and process all incoming and outgoing
correspondence, and shall maintain a suspense file showing dates for
the submission of reports required by Federal and State governments.
He/she shall coordinate with the Treasurer and collect all monies
and assessments due the Association and
expeditiously deposit all incoming monies and funds in such bank or
banks as may be designated by the Board of Directors.
Section 4. Duties of the Treasurer. The Treasurer shall have the custody
and control of all monies and funds of the Association. He/She shall
maintain a deposit file. He/she shall reconcile all bank statements
on a monthly basis. He/she shall coordinate with the Association’s
bookkeeper the financial records of the Association employing double-entry
bookkeeping procedures in accordance with standard bookkeeping and
accounting practices and as required by State and Federal regulatory
agencies. All checks drawn on banks utilized by the Association shall
bear the signature of the Treasurer with President or Vice President
approval. He/she shall report the financial status of the Association
at regular monthly meetings of the Board of Directors and at the annual
meeting of the members. He/she shall disburse funds and keep the Association
current of all compliance reports and accounts payable and shall make
a report on the business transacted by him/her on a basis or as requested.
Upon the election of his/her successor, the Treasurer shall turn over
to him/her books and other property belonging to the Association that
he/she may have in his/her possession.
Section 5. Secretary-Treasurer. In the event the Board of Directors
exercises its option to combine the offices of Secretary and Treasurer,
the Secretary-Treasurer shall have all the duties outlined in Sections
3 and 4 of this Article.
Section 6. Other Employees or Agents. The Board of Directors shall
appoint, in addition to the officers named above, a foreman or other
agents or employees which may be necessary to superintend the water
and/or sewer system of the Association and its construction, maintenance
and repair. Such agents or employees may be authorized by the Board
of Directors under its direction and pursuant to its rules and regulations
to provide for the delivery of water and/or sewer service to the members
of the Association. Such agents or employees shall be paid a compensation
for the performance of their duties in an amount determined by the
Board of Directors and paid by the users of the Association.
ARTICLE VIII Meetings of the Board of Directors
Section 1. Meetings. The Board of Directors shall meet at a time and
place of its own choosing. Special and emergency meetings may be held
at any time and place upon call of the President or in his absence
by the Vice President or by any two (2) directors. All meetings of
the Board shall be conducted in accordance with the parliamentary
procedures outlined in Robert’s Rules of Order. Members of the
Association are encouraged to attend and participate in the meetings.
Section 2. Quorum and Majority. The presence of four (4) Board members
shall constitute a quorum for the conduct of business. In the presence
of a quorum, a majority of the directors present shall be decisive.
In the absence of a quorum, the directors present may adjourn the
meeting, but shall transact no other business.
Section 3. All meetings of the Association shall be held in accordance
with the New Mexico Open Meetings Act. Members of the Association
are encouraged to attend and participate in the meetings.
Section 4. Meeting Notice. Public announcement of all meetings shall
be posted at a physical location in the Brazos area served by the
Association, e.g., the bulletin board across from the Cliff View Restaurant,
and on the Association’s website. Notices shall include an agenda
for the meeting or information on how the members or the public may
obtain a copy of the agenda. Notice of regular meetings shall be given
not less than ten (10) days in advance of the regular meeting date.
Notice of special meetings shall be given not less than three (3)
days in advance of the meeting date. The agenda for all regular and
special meetings shall be available to the public at least twenty-four
(24) hours before the meeting.
Section 5. Emergency Meetings. An emergency meeting may be called
with less than twentyfour (24) hours notice if the issues involved,
e.g., a catastrophic failure of the water system of the Association
or any calamitous Act of God affecting or threatening said water system,
could not have been anticipated which if not addressed immediately
by the Association may threaten the health, safety or property of
persons or likely result in substantial financial loss to the Association.
An emergency meeting may be called for no other purpose nor may any
business other than response to such issues be addressed at such meeting.
Written notice and the agenda shall be available at the meeting place
prior to the commencement of the emergency meeting.
Section 6. Teleconferences. Any or all members of the Board of Directors
of the Association may participate in a meeting by means of a conference
telephone or other similar communications equipment when it is available
and when it is otherwise difficult or impossible for the members to
attend the meeting in person, provided that each member participating
by conference telephone can be identified when speaking, all participants
are able to hear each other at the same time and members of the public
attending the meeting are able to hear any member of the Board who
speaks during the meetings.
Section 7. Closed Meetings. The Board of Directors of the Association
may close a meeting to the public only if the subject matter of such
discussion or motion is exempted from the open meeting requirement
under Section 10-15-1(H) of the Open Meetings Act.
a. If any meeting is closed during an open meeting, such closure shall
be approved by a majority vote of a quorum of the Board taken during
the open meeting. The authority for the closure and the subjects to
be discussed shall be stated with reasonable specificity in the motion
for closure and the vote on closure of each individual member shall
be recorded in the minutes. Only those subjects specified in the motion
may be discussed in a closed meeting. b. If the decision to hold a
closed meeting is made when the Board of Directors is not in an open
meeting, the closed meeting shall not be held until public notice,
appropriate under the circumstances, stating the specific provision
of law authorizing the closed meeting and the subjects to be discussed
with reasonable specificity is given to the members and to the general
c. Following completion of any closed meeting, the minutes of the
open meeting that was closed or the minutes of the next open meeting
if the closed meeting was separately scheduled, shall state whether
the matters discussed in the closed meeting were limited only to those
specified in the motion or notice for closure. d. Except as provided
in Section 10-15-1 (H) of the Open Meetings Act, any action taken
as a result of discussions in a closed meeting shall be made by vote
of the Board of Directors in an open public meeting. e. No proxy voting
shall be permitted on any matter discussed during or related to a
closed meeting of the Board of Directors.
Section 8. Minutes. The Association shall keep written minutes of
all open meetings. The minutes shall include the date, time and place
of the meeting, names of the members in attendance and those absent,
the substance of proposals considered and a record of any decisions
and votes taken that show how each member voted. Draft minutes shall
be prepared within ten (10) working days after each meeting and shall
be approved, amended or disapproved at the next meeting where a quorum
of the Board of Directors is present. Minutes shall not become official
until approved by the Board. Recordings of open meetings of the Board
may be made by Board members or Association support staff, but only
for the purpose of preparing the official minutes. After the official
minutes have been approved, the recordings of the open meetings shall
be erased or used for recording other open meetings of the Association.
No minutes shall be kept of closed meetings of the Association.
ARTICLE IX Powers of the Board of Directors
Section 1. General. The Board of Directors shall have broad power
to act for the Association in any manner not inconsistent with New
Mexico Statutes (Sections 3-29-1 to 3-29-19 N.M.S.A. 1978), with the
Articles of Incorporation of the Association or with these Bylaws.
It shall manage and direct all of the affairs of the Association and
shall have the prerogative of adopting and issuing rules and regulations
to govern the provision of water service to the members of the Association.
The Board of Directors shall further have, but shall not be limited
to, authority to:
a. Formulate management policies for the conduct of Association business;
b. enter into contracts in pursuit of the business of the Association;
c. hire agents or employees, determine the compensation and terminate
such employment at its discretion; d. prepare and distribute information
to keep the members informed; e. insure that water usage and water
system disinfection inspections are conducted and records are maintained;
f. adhere to Federal management, accounting and audit procedures for
the control of United States property either on loan or received by
grant from agencies of the United States government; g. establish
charges and rates for service; h. determine budget shortfalls and
levy remedial assessments;
i. cause an annual financial review to be conducted in accordance
with New Mexico Statute; j. formulate an annual budget; k. insure
that annual corporate and financial reports are filed with Federal
and State governments; l. insure that the annual New Mexico Corporation
Commission license fee is paid; m. approve all expenditures of Association
Section 2. Termination of Service. The Board of Directors shall have
the authority to terminate the supply of water and/or sewer service
to a delinquent member, in accordance with the Rules and Regulations
of the Association. The Board must act after a written notice of delinquency
has been sent to the delinquent member by mail and/or by posting on
Section 3. Cancellation of Membership Certificate. The Board of Directors
is empowered to cancel the membership certificate of any member who
has failed to pay his service charges or assessments for a period
of three (3) consecutive years. The delinquent member shall be apprised
of such proposed action by the Board of Directors by certified mail
and shall be given thirty (30) days to respond and clear the delinquent
account by the payment of all charges, assessments, disconnect and
reconnect fees for the entire three (3) years during which said member
has been in arrears. Failure to respond and to clear such account
shall result in cancellation of the membership certificate of the
delinquent member and the removal of the member’s name from
the Membership Book of the Association.
Section 4. Assessments. Within sixty (60) days prior to the end of
the fiscal year, but prior to the annual meeting of the members, the
Board of Directors shall review the financial position of the Association
to insure that income for the current year shall be sufficient to
cover all expenses and obligations of the Association for the current
fiscal year. In the event of a shortfall, the Board of Directors shall
levy an assessment against the members in an amount sufficient to
cover the deficit. Such assessment shall be prorated among the members
and payment shall be due ten (10) days prior to the end of the fiscal
Section 5. Budget. The Board of Directors shall develop and present
to the members at the annual meeting the budget for the following
year. Such budget shall be based on the actual expenses and income
for the current fiscal year and on the anticipated expenses and income
of the following fiscal years. Such changes in rate and service charges
as may be necessary to insure that income to be generated in the following
fiscal year shall be sufficient to cover all costs of inspection,
repairs, maintenance, administration, indebtedness and other expenses
of the Association shall be incorporated into the budget.
Section 6. Net Savings. Each year during the annual budget development
and review process, the Board of Directors shall make a determination
whether or not the net savings, if any, for the current fiscal year
are in excess of those necessary for the operation of the Association.
If the Board of Directors determines that some or all of the net savings
is in excess of operating requirements, such funds shall be allocated
in accordance with New Mexico State Statute. Such funds as the Board
of Directors determines to be not in excess of operating requirements
shall be retained in the general working fund of the Association.
ARTICLE X Other
Section 1. Format of the Membership Certificate. The Board of Directors
shall determine the format of the membership certificate. To be valid,
the membership certificate must bear the signature of the President,
an authenticating signature of the Secretary, statements embodying
the voting entitlement of the owner and the prohibition against proxy
voting required by New Mexico State Statutes and an impression of
the seal of the Association.
Section 2. Membership Book. The Membership Book shall be the permanent
record of the Association, maintained in current status and showing
for each member his name, address, number and date of membership certificate,
number of service connections, and the number of the lot or tract
to which the certificate is appurtenant. The Membership Book, as the
basis for the Voting Eligibility List, shall be closed from ten (10)
days prior to any annual or special meeting of the members until the
close of said meeting during which time no transfer of certificate
of membership shall be approved by the Board of Directors.
Section 3. Voting Eligibility List. The Voting Eligibility List shall
contain the names and addresses of all current members of the Association
and shall be prepared by the Secretary from the Membership Book within
the ten (10) day period immediately preceding any annual or special
meeting of the members. Such list shall be impressed with the seal
of the Association and shall be the basis for determination of quorum
requirements and the establishment of voting eligibility.
Section 4. Establishing Reserve Funds. Although this Association is
a non-profit cooperative association for the mutual benefit of its
members, the Board shall establish rates at a level that provides
for no less than ten (10) percent of annual operating expenses to
be placed in a fund to used for the purpose of meeting contingent
and unforeseen expenses of the Association. The Board of Directors
shall determine the total amount of such contingent fund and at which
amount it shall be maintained.
Section 6. Transfer of Membership. Certificates of membership may
be transferred with the sale of the property identified on the membership
certificate. The transfer may be to a different owner of the property,
but not to another property without the approval of the Board of Directors.
Such transfer shall be in accordance with the procedures outlined
therefore in the Rules and Regulations of the Association, and the
transferee shall be subject to approval by the Board of Directors
in conformity with Sections 2 and 3 of this Article. Upon approval,
the transfer shall be entered in the Membership Book of the Association,
the membership certificate of the transferor shall be cancelled and
a new membership certificate shall be issued in the name of the transferee.
It is the responsibility of a potential new member who has acquired
an existing membership to complete a Transfer Application Form. The
completed application and a copy of the warranty deed or other document
conveying the transfer of property must be submitted to the Secretary
within ninety (90) days after purchase of the property.
Section 7. Expulsion from Membership. A member may be expelled from
membership for repeated and gross violations of the Bylaws and Rules
and Regulations of the Association by a vote of the majority of the
members at an annual or a special meeting. The member against whom
the charges are to be preferred shall be informed thereof in writing
at least ten (10) days in advance of the meeting and shall have the
opportunity to be heard in person or to be represented by counsel
at said meeting. Upon decision of expulsion, the Board of Directors
shall cancel the membership and shall terminate water service to the
property of the expelled member.
Section 8. Transfer of Meter. All the meters are the property of the
Association and are permanently fixed at their respective service
locations. Therefore, no meter is transferable from the property that
it is intended to serve to any other location without approval of
the Board of Directors. Thus, in the event of the sale, transfer,
assignment, lease or conveyance of the subject property by the owner
of record, all of the rights to service from the meter that serves
the subject property shall automatically be included in the sale,
transfer, assignment, lease or conveyance of that property. This also
applies to all duly authorized service connections that have inoperable
meters or where no meters exist. In the event that a dwelling or place
of service is permanently discontinued or eliminated by the owner
of record, the Association may in its sole discretion, elect to either
remove the meter or leave the meter to provide service for possible
ARTICLE XI Dissolution
In the event of dissolution under New Mexico State Statute and Article
VIII of the Articles of Incorporation of the Association, the members
voting to dissolve the Association shall by a majority vote specifically
designate that federally exempt organization, corporation, association
or enterprise which shall be the recipient of the surplus funds of
ARTICLE XII Amendment or Repeal of Bylaws
These Bylaws may be repealed or amended by a vote of the majority
of the members present at any annual meeting of the Association or
at any special meeting of the Association called for that purpose,
except that so long as any indebtedness is held by or guaranteed by
the USDA/Rural Utilities Services, the members shall not have the
power to change the purposes of the Association so as to decrease
its rights and powers under the laws of the State or to waive any
requirement of bond or other provision for the safety and security
of the property and funds of the Association or its members or so
to amend the bylaws as to effect a fundamental change in the policies
of the corporation without the prior approval of the USDA/Rural Utilities
Services in writing.
We the undersigned below Secretary and President of the Brazos Mutual
Domestic Water Consumers Association, Inc., an association existing
under the laws of the State of New Mexico, hereby certify that the
above is a true and correct copy of the bylaws, together with all