NEVADA WELLS COOPERATIVE

NEVADA WELLS COOPERATIVE

By-Laws

6th

Revision

Approved October 1, 2019

Nevada Wells Cooperative is designated as an incorporated, non-profit, non-stock cooperative

created under the laws (NRS Chapter 82.051(a) et seq.) of the State of Nevada, in the County of

Lyon for the purpose of protecting individual wells. The office is located at 1250 Nevada

Avenue, Suite 4, Silver Springs, Nevada 89429; by appointment only call 775-577-2400

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Table of Contents

ARTICLE I Name And Organization ........................................................................................................................... 1

Section I: Name ......................................................................................................................................................... 1

Section II: Location ................................................................................................................................................... 1

Section III: Governing Authorities ............................................................................................................................ 1

Section IV: Organization-Internal Governing ........................................................................................................... 2

ARTICLE II Intent and Purpose ................................................................................................................................... 4

Section I: Intent of the Association............................................................................................................................ 4

Section II: Conflict of Interest Policy ........................................................................................................................ 6

Section III: Discrimination Policy ............................................................................................................................. 6

ARTICLE III Members ................................................................................................................................................ 7

Section I: Eligibility for Membership ........................................................................................................................ 7

Section II: Membership Fees ..................................................................................................................................... 9

Section III: Documents to be provided to the Members and Membership Certificate ............................................. 10

Section IV: Transfer of Membership ....................................................................................................................... 12

Section V: Resignation or Expulsion of Members................................................................................................... 13

ARTICLE IV Voting And Procedures ........................................................................................................................ 15

Section I: Voting Power........................................................................................................................................... 15

Section II: Voting Rights ......................................................................................................................................... 16

Section III: Proxy ..................................................................................................................................................... 17

Section IV: Ballots ................................................................................................................................................... 19

Section V: Quorum Requirements ........................................................................................................................... 21

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Section VI: Exception Board Quorum ..................................................................................................................... 23

ARTICLE V Meetings ................................................................................................................................................ 24

Section I: Open Meetings ........................................................................................................................................ 24

Section II: Closed Meetings ..................................................................................................................................... 25

Section III: Notice of Meetings ............................................................................................................................... 26

Section IV: Regular Monthly Meetings ................................................................................................................... 27

Section V: Demand Special Meetings; Procedures for Special Meetings................................................................ 27

Section VI: Procedures for Special Meetings .......................................................................................................... 28

Section VII: Annual Meetings and Election of Board ............................................................................................. 30

Section VIII: Informal Action by Members ............................................................................................................. 32

ARTICLE VI Board Management Members .............................................................................................................. 33

Section I: Purpose and Duty of Board members ...................................................................................................... 33

Section II: Members’ Expectations of Board Members ........................................................................................... 34

Section III: Meetings and Time Commitment ......................................................................................................... 34

Section IV: Organization of the Board .................................................................................................................... 35

Section V: Election Procedure of the Board ............................................................................................................ 39

Section VI: Vacancies Management Members Board ............................................................................................. 43

Section VII: Committee Members ........................................................................................................................... 43

Section VIII: Removal of Board Members, Officers and Committee Members ...................................................... 45

Section IX: Co-Op Compensation ........................................................................................................................... 46

Section X: Powers of the Board ............................................................................................................................... 47

ARTICLE VII Administrative Requirements and Polices ........................................................................................... 48

Section I: Fiscal Year............................................................................................................................................... 48

Section II: Fiscal Responsibility .............................................................................................................................. 48

Section III: Donations or Gifts................................................................................................................................. 48

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Section IV: Financial Procedures and Reports ........................................................................................................ 48

Section V: Books and Records ................................................................................................................................ 48

Section VI: Request of Member or Manager for Documents .................................................................................. 49

Section VII: Amendments to the Articles or By-laws Procedures ........................................................................... 49

ARTICLE VIII Dissolution ........................................................................................................................................ 50

Signature Page ............................................................................................................................................................. 51

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Nevada Wells Cooperative

By-Laws

ARTICLE I

Name and Organization

Section I: Name

The name of this corporation is Nevada Wells Cooperative (the “Co-Op”). It is

designated as an incorporated, non-profit, non-stock cooperative created under the laws (NRS

Chapter 82.051(a) et seq.) of the State of Nevada, in the County of Lyon. The Co-Op shall not

have a corporate seal. All instruments that are executed on behalf of the Co-Op which are

acknowledged and which affect an interest in the Co-Op shall be executed by dual signatures by

the President or any Vice-President and the Secretary or Treasurer. Notwithstanding the

preceding provisions of this section, any written instrument may be executed by any officer(s) or

agent(s) that are specifically designated by resolution of the Board of Directors. These by-laws

may be updated periodically as needed, but no more than once a year.

Section II: Location

This Co-Op’s Office is located at 1250 Nevada Ave, Suite 4, Silver Springs, NV 89429;

by appointment only. Telephone number is 775-577-2400 and messages may be left as the office

is not maintained on a full time basis. The Co-Op’s mailing address is P.O. Box 172, Silver

Springs, Nevada 89429.

Section III: Governing Authorities

The Co-Op shall be governed by the laws of the State of Nevada specific to NRS Chapter

82.051(a) et seq., and to its internal affairs the law of jurisdiction shall be in the County of Lyon


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in the State of Nevada and it is formed to qualify as a water utility under section 501(c) (12) of

the Internal Revenue Code.

Section IV: Organization-Internal Governing

A. Co-Op is a regional and a service cooperative. The governing system is centralized;

it has one main office, one non-salaried Board of Director (Board), Article VI, Board

Members Section VI Organization of the Board.

B. To the extent permitted by law, the Board of Directors may appoint or employ for the

Co-Op a Manager which may be a salaried position which must comply with the

Nevada Payroll Laws for non-profit cooperatives. If a salaried Manager is employed,

it is for their professional expertise to aid and assist the Board and the members in the

operation and management of the Co-Op and shall not be a member of the Board or a

member of the Co-Op. The Manager is responsible and obligated to work in the best

interest of the membership and shall notify the membership of any meeting called

between the Board and the membership of any possible dispute between the Board

and Manager which shall be acted upon in the best interest of the membership. If

necessary a vote of the membership on the issue will be placed on the agenda for the

next regular meeting. Any retaliation of the Board toward the Manager shall not be

tolerated as it would be considered a conflict of interest on the part of any Board

member involved in such retaliation.

C. The business of the Co-Op may be conducted in the future through other satellite

offices which may be staffed by non-salaried volunteer members or a management

team who is elected or appointed by the members in the satellite office. All shall

have a duty and responsibility to the main office of the Co-Op. A satellite office may


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be designated by the geographic water basin that serves it. Matters involving the

specific water basin requiring a decision of the members in that water basin regarding

ecological or legislative issues shall be voted upon by the members in that specific

water basin and not by all the members of the Co-Op as a whole. If the satellite office

has sufficient voting local members, they may have a management team that has been

elected by the voting local members.

1. This management team shall be officers comprised of a non-salaried President,

Vice-President, Treasurer, Secretary, possibly to add a Board Member at Large,

and a salaried or non-salaried volunteer office manager and staff and shall use the

same organizational policies as the main Co-Op office. All shall be elected or

approved by the voting local members of the satellite of the Co-Op. All

procedures shall be lawfully completed in accordance with the By-Laws of the

Co-Op.

2. If a salaried employee is paid within the satellite office, it must comply with the

Nevada non-profit payroll cooperative law. The satellite office’s annual

membership fee shall be determined and adjusted according to membership fees

collected from the satellite office and the payroll expenses shall be apportioned

and administered by the satellite office from the collected fees.

3. Any satellite office, by a vote of its members, may choose to remove themselves

from the cooperative in total or in part. For example; if members chose to become

another non-profit, non-stock, Cooperative Corporation (Co-Op), or if a portion of

the membership elect to do the same, any satellite funds received of the current

Co-Op shall be in portion by the amount paid by the existing individual members


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and shall be donated to the newly formed non-profit cooperative less the costs to

the Co-Op. The Co-Op shall only provide such fund reimbursement per the

Internal Revenue non-profit code.

4. Member service and satisfaction are the driving forces in this non-profit Co-Op.

The members and directors, in their role as users, shall have regular contact and

communication with management and staff of this Co-Op as they have a

responsibility and a duty to the membership of the cooperative. The success of

this Co-Op is based on and depends on intelligent and active cooperation of a

coordinated team involving members, owners, managers, directors and other

responsible employees or volunteers, each of which has their own duties.

ARTICLE II

Intent and Purpose

Section I: Intent of the Association

The Co-Op has been formed due to the costly investment of the individual members for

the creation of a water system (the domestic well) for each member that has or shall provide to

their real property. The Co-Op, will consist of five (5) but not less than four (4) members by

whose mutual consent, are the common goals and purposes for this Association;

A. The Co-Op is a business organization owned and operated by the members for their

mutual benefit. The Co-Op is a not for profit entity and shall operate at cost for the

membership. If the Co-Op does generate earnings, the earnings from memberships

set fees are allocated on a cash basis and the balance of funds not allocated are added

to the member’s Co-Op equity account. Allocations in this manner will permit the

Co-Op to accumulate retained patronage funds to assist in finance activities, business


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expenses and growth. The allocation of any earnings and any major decision of the

Co-Op shall be by a majority of member votes.

B. The members of the Co-Op have united together in order to solve common problems

of domestic well users, and seize opportunities beneficial to the members to maintain,

use, control and reap the benefits of their independent life styles provided by their

domestic wells. Each individual member is charged with the responsibility for the

creation, maintenance and repairs of their domestic well, and are in compliance with

the laws of the state of Nevada and the County in which the domestic well is located.

C. The Co-Op shall have a perpetual existence. Members may routinely join or resign in

such a way as not to disrupt ongoing operations of the Co-Op shall be in accordance

with the By-Laws and Policies of this cooperative. The Co-Op only has laws and

regulation based on justification for the benefit of all members and shall have the

power to construct and argue any case convincingly to the benefit of its members of

this domestic well cooperative. The Co-Op shall provide a means for domestic well

owners to be educated on the issues relating to domestic well ownership, use,

maintenance, repairs; and to organize for effective political action when necessary.

The membership and the Board may meet to develop priorities and strategies. The

Co-Op may send representatives to meet with legislators and regulators to influence

the legislators and regulators for the sole purpose and benefit of the membership.

D. The Co-Op shall have all powers necessary to carry into effect the objectives for

which the corporation has been formed, including those powers usually exercised by

cooperative associations, subject to all duties, restrictions, and liabilities set forth in

the general laws relating to like or similar corporations. The Co-Op may do and


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engage in any and all lawful activities that may be incidental or reasonably necessary

to any of these purposes, and it shall have and may exercise all other powers and

authority now or here after conferred upon unincorporated nonprofit corporations in

the State of Nevada. The Co-Op may engage in any and all other legal charitable

activities permitted to an organization exempt from federal income tax under Section

501(c) of the Code or corresponding future provisions of the federal tax law.

Section II: Conflict of Interest Policy

Whenever a Board member or Officer or a member of a management team or committee

member has a financial or personal interest in any matter coming before the Board or the

membership, the affected person shall:

A. Fully disclose the nature of the interest; and

B. Withdraw from discussion, lobbying, and voting on the matter.

Any transaction or vote involving a potential conflict of interest shall be approved only

when a majority of the disinterested Board members or management team of a satellite office

determines that it is in the best interest of the Co-Op to do so. The minutes of meetings at which

such votes are taken shall record such disclosure, abstention and rationale for approval.

Section III: Discrimination Policy

The Co-Op shall not conduct or participate in any activity which will discriminate against

any person by reason of sexual gender, religion, political affiliation, race, color, creed, or

national origin.


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ARTICLE III

Members

NRS 82.241 Personal Liability of members

(1) A member of a corporation is not, as such, personally liable for

the acts, debts, liabilities or obligations of the corporation.

The Board of this Co-Op shall not require the approval of its members to admit members

or deny an application for membership to the Co-Op that are eligible under Article III, Section I

of the By-Laws. If an applicant is denied membership, the applicant must submit an appeal in

writing and the membership shall be notified of a Special Meeting. The membership shall, in the

Special Meeting, vote to either accept the denial or vote to admit the denied applicant into

membership. If no quorum is present at the Special Meeting action may be taken at the

November Annual Meeting.

Section I: Eligibility for Membership

NRS 82.231 Powers of corporation: classes, qualifications and rights

of members; term of membership.

(3) A corporation may admit any person as a member. The articles or

bylaws may establish criteria or procedures for admission. A person

may not be admitted as a member without his or her express or

implied consent.

A. Regular Members

1. Every person or entity who upon written application and consent to be a regular

member of the Co-Op and verified by the Co-Op in accordance to, but not limited to

the records kept in the County Recorder’s office of the potential member’s ownership


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of real property or a purchaser of real estate through a purchase agreement of a fee, or

undivided fee interest in any parcel or property within the State of Nevada, shall be

eligible for membership in the Co-Op upon final screening by the Board of Directors.

2. All members of the Co-Op, a water utility, shall comply with the EPA regulation

under the Safe Drinking Water Act regarding water quality within one (1) year of

being accepted as a member of the Co-Op or when the well becomes operational. The

EPA recommends testing for domestic wells the routine domestic analysis shall be

done every five (5) to ten (10) years which is paid by the member; additionally, water

quality is tested every year for nitrate, pH, total dissolved solids (TDS) and Total

Coliform bacteria. These shall be a requirement for membership, and maintaining

membership in the Co-Op. The member shall pay for the testing and a copy of the

well testing results MUST be forwarded to the Co-Op’s PO Box 172, Silver Springs,

NV 89429 mailing address, which will be maintained in the membership’s file. The

original test results will be maintained by the member. The Co-Op may pay for only

one annual bacterium testing a year on behalf of a member as a membership benefit,

provided the member is in good standing with the Co-Op; the Co-Op has the right to

suspend the yearly payments made on behalf of all members as the Co-Op deems

necessary. The lab will mail the yearly bacterium lab testing results and invoice to the

Co-Op; the Co-Op will pay for only the yearly bacterium results and mail the member

the original results and retain a copy in the member’s office file. The EPA sets legal

limits on the levels of certain contaminants in drinking water and regulates public

water systems; it does not have the authority to regulate private drinking water wells.


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3. All applicants and members shall be in compliance with NRS Chapter 534

UNDERGROUND WATER AND WELLS regarding domestic wells and any other

applicable laws in the State of Nevada and County where the domestic well is

located.

The foregoing is not intended to include persons or entities that hold an interest merely as

security for the performance of an obligation. Membership shall be appurtenant to and may not

be separated from ownership of any parcel.

B. Auxiliary Members:

Any person or entity who resides or conducts business in the State of Nevada can become

an auxiliary member of the cooperative upon final screening by the Board of Directors.

C. Honorary Members:

Honorary Members are chosen by a board majority vote of Regular Member or Auxiliary

Member. Honorary Members maintain all full rights and privileges of their respective

membership without applicable dues. However, well testing and payment of testing must

be in compliance as outlined in Article III Members Section I Eligibility of Members A(2)

Regular Members or risk the Honorary Membership to be converted back to Regular

Membership and pay applicable dues.

Section II: Membership Fees

NRS 82.231 Powers of corporation; classes, qualifications and rights

of members; term of membership

(3) Except as provided in its articles or bylaws, a corporation may

admit members for no consideration or for consideration, as is

determined by the board.


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The Co-Op’s membership fee will be as follows:

A. Sixty (60) dollars per year for a full membership per payment agreement

B. Twenty (20) dollars per year for Auxiliary membership per payment agreement

C. Thirty (30) dollars per year for additional properties per payment agreement, which will

carry a no vote right

All Membership fees (Regular and Auxiliary) shall be prorated from the date of

acceptance to December 31 of the current year and subsequent membership fees will become due

January 1 of each year.

All membership fees are due at membership acceptance per Article III, Section I: A, (1). The Co-

Op acknowledges there are potential members who may not be able to pay the annual fee in one

lump sum. A payment form and application form shall be provided upon request by any

applicant. Upon approval of the payment application, the Co-Op shall accept payments on the

membership fee each month in an amount agreed upon between that member and the Treasurer

of the Co-Op until the membership is paid in full. As long as the approved member makes the

agreed upon payment by the date agreed upon, the member shall have the right to attend all

meetings and vote. If payment is not received, voting rights shall be revoked until payment is

brought current. However, if dues are 18 months past due membership will be revoked by the

majority vote of membership.

Section III: Documents to be provided to the Members and Membership Certificate

NRS 82.231 Power of corporation; classes, qualifications and rights of

members; term of membership.

(5) A corporation may issue certificates showing membership in the

corporation.


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A. Regular members, upon acceptance and making the first membership fee payment to the

Co-Op, the member shall be:

1. Afforded all rights and privileges of membership in the cooperative

2. Shall receive:

a. Certificate of Membership in the Cooperative

b. By-Laws of the Co-Op, however if the member has internet connection it can

be downloaded from www.nevadawellscooperative.org

c. Articles of Incorporation of the Co-Op, however if the member has internet

connection it can be downloaded from www.nevadawellscooperative.org

d. Conflict of Interest Policy of the Co-Op, however if the member has internet

connection it can be downloaded from www.nevadawellscooperative.org

e. A copy of a proxy of the Co-Op, however if the member has internet

connection it can be downloaded from www.nevadawellscooperative.org. (A

proxy is a person who is designated by another to represent that individual at

a meeting or before a public body. It also refers to the written authorization

allowing one person to act on behalf of another. It is not necessary to use the

Co-Op proxy as any valid proxy may be submitted to the Co-Op.), and

f. contact information to: (visit www.nevadawellscooperative.org)

(1) Corporate main office and/or any satellite office local to the member

(2) Board and Management Officers local to the member.

B. Auxiliary members, upon acceptance and making the first membership fee payment to

the Co-Op, the member shall receive:

1. Certificate of Auxiliary Membership in the Cooperative


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2. By-Laws of the Co-Op, however if the member has internet connection it can be

downloaded from www.nevadawellscooperative.org

3. Articles of Incorporation, however if the member has internet connection it can

be downloaded from www.nevadawellscooperative.org

4. The corporate main office and/or any satellite office local to the member

5. A list of Board and Management Officers local to the member.

Annual renewal of all membership for subsequent years, are determined under Article III

Members, Section II: Membership Fees instead of a replacement Membership Certificate.

If a member has an email account, this will be sent at no charge to the email address

provided to the Co-Op. If the member is unable to provide an email the Co-Op will mail the first

copy of each of these items at the expense of the Co-Op. Any future copies may be charged a

reasonable fee for the copying and mailing to the member. The members shall have a duty and

responsibility to provide current contact information to the Co-Op.

Section IV: Transfer of Membership

NRS 82.236 Transfer of membership

(1) Except as otherwise provided in the articles or bylaws, a member

of a corporation may not transfer a membership or a right arising from

it.

Membership shall be terminated upon transfer of said property ownership.

Privileges incident to such membership may be suspended upon delinquency in the payment

of assessments by any member.


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Section V: Resignation or Expulsion of Members

NRS 82.246 Resignation

(1) Except as otherwise provided in subsection 2, and unless otherwise

provided in its articles or bylaws, a member of a corporation may

resign at any time. The resignation of a member does not relieve the

member from any obligations the member may have to the corporation for

dues, assessments or fees or charges for goods or services. No member

may avoid liability for dues, assessments, fees or charges by

resigning if the member owes them as a condition of or by reason of

the ownership of an interest in real property.

(2) Unless otherwise provided in its articles or bylaws, no member of

a corporation, including, but not limited to, a cooperative

corporation, which supplies services described in chapter 704 of NRS

to its members only, and no person who is a member of a corporation as

a condition of or by reason of the ownership of an interest in real

property, may resign pursuant to subsection 1.

NRS 82.251 Expulsion

(1) A member may not be expelled or suspended, and a membership may

not be terminated or suspended, except pursuant to a procedure that is

fair and reasonable and is carried out in good faith. This section

does not apply to the termination of a membership at the end of a

fixed term.

(2) A procedure is fair and reasonable when it is fair and reasonable

taking into consideration all of the relevant facts and circumstances.

In addition, a procedure is fair and reasonable if it provides:

(a) Not less than 15 days’ prior written notice of the expulsion,

suspension or termination, and the reasons for it; and

http://www.leg.state.nv.us/NRS/NRS-704.html#NRS704


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(b) An opportunity for the member to be heard, orally or in

writing, not less than 5 days before the effective date of the

expulsion, suspension or termination by a person authorized to decide

that the proposed expulsion, termination or suspension not take place.

(3) A proceeding challenging an expulsion, suspension or termination,

including a proceeding in which defective notice is alleged, must be

begun within 1 year after the effective date of the expulsion,

suspension or termination.

(4) The expulsion or suspension of a member, or termination of a

membership, does not relieve the member from obligations the member

may have to the corporation for dues, assessments or fees or charges

for goods or services.

After following provisions of the NRS 82.251(2) NONPROFIT CORPORATIONS

EXPULSION OF MEMBER; SUSPENSION OR TERMINATION OF MEMBERSHIP, the Board

may suspend, with proper cause, a member by notification of a Special Meeting. If no quorum is

present at the Special Meeting action may be taken at the Annual Meeting. The membership at

the Annual Meeting shall vote to readmit, suspend, dismiss or expel the member. The suspended

member can submit a brief appeal regarding the suspension to the main office of the Co-Op,

which shall be included in the notice of the Annual Meeting. Additional information shall be

posted on the website, and the suspended member shall have the opportunity to have a longer

written appeal posted to the website; representing both sides to the membership in order for the

membership to make an informed decision.

An officer or board member may be suspended or placed on sabbatical for an agreed

reasonable length of time within his/her elected office or board term. An officer or board

member may be removed immediately from office, with proper cause, by a two-thirds vote of the

board at a regularly scheduled board meeting. A Special Meeting in Lieu of an Annual Meeting


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will be noticed to all membership by the Secretary to elect and fill the removed officer or Board

member for the duration of the removed officer or Board member term. The purpose shall be for

the election of Board member(s) and no other business will be conducted at the Special Meeting

in Lieu of Annual Meeting. This will be held according to Section VIII: Removal of Board

Members, Officers and Committee Members and Article IV Voting and Procedures, Section VI:

Exception Board Quorum of these By-Laws.

ARTICLE IV

VOTING AND PROCEDURES

Section I: Voting Power

All powers, privileges, rights, duties and obligations, are to be exercised and performed

by the members of the Co-Op. These powers may be vested to the Board of Directors of the Co-

Op upon written ballot of the membership on any specific management or operational issue

voted upon and endorsed by the membership for future action by the Board. The membership

may place restrictions upon the above. For example, a maximum amount of financial

expenditure for a specific use or goal. If a quorum is not present at any meeting of the

membership, a meeting may be held but no action shall be taken. When a quorum is not present,

a majority of the membership present may adjourn the meeting by making a motion, and

seconded for a vote of those present, and adjourn the meeting, and table any business to the next

regular meeting of the membership.

All members shall be properly notified of any vote regarding the election of the Board of

Directors or any other ballot issue. The nominees and issues on the ballot shall be decided by the

highest number of the total votes cast.


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Cumulative voting shall be allowed in the instance of satellite offices voting on the same

items, or election of the Board at different locations, that are properly governed, verified and

then sent to the main office of the Co-Op for tabulation at the meeting of the Board and the

members at the main office. The satellite offices may hold these meetings before the meeting of

the Board and the membership at the main office upon the identical, matter not less than seven

(7), days or more than fourteen (14) business days. These are to be submitted to the main office

by the satellite office at least one business day before the scheduled meeting of the Board and

members. These ballots shall be counted in the quorum count for the meeting.

Section II: Voting Rights

Each member owning a parcel(s) in the Co-Op shall be entitled to one (1) vote. In the

event more than one parcel is owned, titled in the same name or titled in different names or

different uses, the member will have one vote for all parcels. A member may hold more than one

membership in order to have the benefit of membership provided to each parcel the member may

own, but only one membership shall have the power to vote.

If more than one person or entity holds an interest in any parcel(s), all such persons or

entities shall be members of the Co-Op. The vote for such parcel(s) which they own shall be

exercised as they among themselves determine. In no event shall more than one vote be cast

with respect to any individual parcel. In the event of a disagreement between joint owners,

unless an agreement is reached between the joint owners before the actual vote, the member’s

vote will be recorded as an abstention.

In the event of a transfer of property interest by any member(s) of the Co-Op, the

purchaser(s) of such property shall automatically become eligible for membership in the Co-Op,


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upon written application and voluntary consent and verification by the Co-Op. The new member

shall be entitled to vote in accordance with the rules established under this Article.

If a person or entity holds an interest in more than one parcel with other persons or

entities, and the parcels involved are occupied separately, then each separate parcel will have a

vote. For example:

A. Parcels in which the parent(s) share title with a child or children; or

B. In the reverse of section a above; or

C. Any similar or like situation.

The determination of separate voting power of these situations will be decided by the

Board and a written statement as to the approval or disapproval will be filed in the main office of

the Co-Op. An appeal of said determination by any member may be placed on the agenda at the

next meeting of the membership and voted upon by the membership. Said appeals shall be placed

on the agenda at or before the next Annual Meeting.

All such persons or entities shall be members of the Co-Op defined by the occupancy of

each separate parcel. The vote for each separate parcel, which they own, shall be exercised as

they among themselves determine. In no event shall more than one vote be cast with respect to

any individual parcel. In the event of a disagreement between joint owners of a separated parcel,

unless an agreement is reached between the joint owners before the actual vote, the member’s

vote will be recorded as an abstention.

Section III: Proxy

NRS 82.321 Members proxies

(1) At any meeting of the members of any corporation, any member may

designate another person or persons to act as a proxy or proxies.


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(2) Without limiting the manner in which a member may authorize

another person or persons to act for him or her as proxy pursuant to

subsection 1, the following constitutes valid means by which a member

may grant such authority:

(a) A member may sign a writing authorizing another person or

persons to act for him or her as proxy.

(b) A member may authorize another person or persons to act for

him or her as proxy by transmitting or authorizing the transmission of

a telegram, cablegram or other means of electronic transmission to the

person who will be the holder of the proxy or to a firm which solicits

proxies, or like agent authorized by the person who will be the holder

of the proxy to receive the transmission. Any such telegram, cablegram

or other means of electronic transmission must either set forth or be

submitted with information from which it can be determined that the

telegram, cablegram or other electronic transmission was authorized by

the member. If it is determined that the telegram, cablegram or other

electronic transmission is valid, the persons appointed by the

corporation to count the votes of members and determine the validity

of proxies and ballots or other persons making those determinations

must specify the information upon which they relied. . . . . .

(4) No such proxy is valid after the expiration of 6 months from the

date of its creation, unless coupled with an interest, or unless the

member specifies in it the length of time for which it is to continue

in force, which may not exceed 7 years from the date of its creation.

Subject to these restrictions, any proxy properly created is not

revoked and continues in full force and effect until another

instrument or transmission revoking it or a properly created proxy


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bearing a later date is filed with or transmitted to the secretary of

the corporation or another person or persons appointed by the

corporation to count the votes of members and determine the validity

of proxies and ballots.

An entitled voting member may vote at any meeting of the Co-Op providing there is a

valid “specific” or “general” proxy executed in writing per the Nevada Revised Statute by the

member to the duly authorized attorney-in-fact. When “specific” or “general” proxy is used, it

shall have the member’s instructions as to the vote of the member. At any meeting of the Co-Op,

a member may provide a directed proxy executed in writing by the member to the duly

authorized attorney-in-fact, which shall not vote, but shall be counted towards any quorum

needed for attendance at a meeting of the Co-Op. The membership is encouraged to use the

quorum proxies to enable the Co-Op to conduct business without interruption. A proxy used by

the member is effective until revoked, or the member issues a new proxy. A proxy shall be valid

for the period of time specified by the member up to a period of seven (7) years per the Nevada

Revised Statutes.

Section IV: Ballots

NRS 82.326 Action of members by written ballot in lieu of meeting.

(1) Except as otherwise provided in subsection 5 and unless prohibited

or limited by the articles or bylaws, an action that may be taken

at a regular or special meeting of members, including the election

of directors, may be taken without a meeting if the corporation

mails or delivers a written ballot to every member entitled to

vote on the matter.

(2) A written ballot must:


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a) Set forth each proposed action or candidate; and

b) Provide an opportunity to vote for or against each proposed

action

(3) Approval by written ballot under this section is valid only when

the number of votes cast by ballot equals or exceeds the quorum

required to be present at a meeting authorizing the action, and

the number of approvals equals or exceeds the number of votes that

would be required to approve the matter at a meeting at which the

total number of votes cast was the same as the number of votes

cast by ballot.

(4) Solicitations for votes by written ballot must:

(a) Indicate the number of responses needed to meet the

requirement of a quorum;

(b) State the percentage of approvals necessary to approve each

matter other than election of directors; and

(c) Specify the time by which a ballot must be received by the

corporation in order to be counted.

(5) Except as otherwise provided in the articles or bylaws, a written

ballot may not be revoked.

All materials sent to the members regarding an upcoming meeting for election of

candidates or vote on issues, shall include the following voting procedures, but shall not be

restricted to items 1, 2, 3:

1. Members may vote in one of three ways: in person, by absentee or by proxy.

2. A Member may submit an absentee ballot or give a proxy for quorum purposes

only,


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3. A member who is unable to attend a meeting to vote, may either complete the

absentee ballot or issue a proxy instructing the proxy-holder to either vote in

accordance with the member’s instruction or vote as the proxy-holder chooses.

4. Absentee ballots and proxies must be signed and dated and comply with NRS

82.326. Action of members by written ballot in lieu of meeting or the vote will

not be counted but shall be counted towards any quorum needed for attendance at

a meeting of the Co-Op

5. A Member may submit either an absentee ballot, or proxy, but not both.

6. Absentee ballots and proxies shall list all announced candidates and issues and

shall provide space for designating write-in candidates.

7. Each proposed action or nominee for candidate should provide an opportunity

“for” or “against” each proposed action.

8. Have the date of the vote and the member’s name.

All ballot counting shall be conducted in view of the membership attending the meeting

at any satellite office or main office. The vote shall be verified by the Election Committee or

Management Team of the satellite office with at least three (3) other members designated by the

membership present at the meeting location. The Co-Op shall have a record of any vote of the

membership filed at the main office which shall be available for all members’ inspection.

Section V: Quorum Requirements

NRS 82.271 Board of directors meeting: quorum

(1) Unless the articles or the bylaws provide for a different

proportion, a majority of the board of directors or delegates of the

corporation, at a meeting duly assembled, is necessary to constitute


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a quorum for the transaction of business at their respective

meetings, and the act of a majority of the directors or delegates

present at a meeting at which a quorum is present is the act of the

board of directors or delegates.

NRS 82.291 Meetings of members: Quorum

Unless otherwise provided in the articles or bylaws, a quorum for a

meeting of members is 10 percent of the voting power of the members

entitled to vote and a quorum for a meeting of delegates is a

majority of the voting power of the delegates. An amendment to the

bylaws to increase the quorum required for any action by the members

or delegates must be approved by the members.

The Co-Op requires a quorum of the membership of ten percent (10%) of the voting

members for any type of meeting held. For example; if a meeting is held by a satellite office, the

quorum is counted by having ten percent (10%) of the total number of voting local members in

the satellite office.

A proxy of a Board Member endorsed is counted as a quorum purpose and shall

constitute as the Board Member present; a quorum of the Board is a majority of the Board

Members present. The satellite offices shall use the same organization for their quorum count

for their management team.

A directed proxy of a member issued to an attorney-in-fact shall be counted towards the

ten percent (10%) quorum, but has no voting rights on the issue. A specific proxy (ballot) of a

member issued to an attorney-in-fact shall be counted towards the ten percent (10%) quorum and

shall be able to vote on any issue specific to the proxy indications of the member. No action


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shall be taken by the Board or any management team without a quorum ten percent (10%) of the

voting membership present, as defined by these By-Laws.

Section VI: Exception Board Quorum

The power in this Co-Op rests with the membership. The Board or any management

team shall not manipulate the cooperative by providing less than a quorum in order to control the

agenda or actions of any meeting. Therefore, in the event a scheduled meeting, or a special

meeting requested by ten percent (10%) of the voting membership is adjourned because a

quorum of Board or management team is not present the following procedure shall apply:

A. For a special meeting called for vote by membership, with a quorum present, a

Chairperson shall be designated and a Secretary will record the meeting; any

act/vote taken by the voting membership shall be binding upon the Co-Op; and

B. For any scheduled meeting, of any type of meeting, if at the next meeting (the

second occurrence of a Board or a management team without a quorum present)

but a quorum of the voting membership has been present at both scheduled

meetings, the meeting shall be held, even if no member of the Board or

management team is present. The voting membership present shall designate a

Chairperson for this meeting and a Secretary to record the meeting. Any act taken

by the voting membership present at this meeting act as if the Board or

management team had been present; up to and including any suspension of a

Board member(s), Management Team member(s), or Officer(s) of the Co-Op and

an appointment to fill the vacancy or vacancies until a vote of the voting

membership decides the issue at the next Annual Meeting.


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ARTICLE V

Meetings

NRS 82.266 Place of members’, delegates’ and directors’ meetings.

Meetings of members, if any, delegates, if any, and directors of

any corporation may be held within or without this State, in the

manner provided by the articles or bylaws of the corporation. The

articles or bylaws may designate any place or places where the

members’ or directors’ meetings may be held.

NRS 82.271 Meetings of board of directors: Quorum

(3) Unless otherwise restricted by the articles or bylaws, members of

the board of directors, the delegates or any committee designated by

the board or the delegates may participate in a meeting through

electronic communications, videoconferencing, teleconferencing or

other available technology which allows the participants to

communicate simultaneously or sequentially. Participating in a meeting

pursuant to this subsection constitutes presence in person at the

meeting.

Section I: Open Meetings

The Co-Op will be guided by the Open Meeting Laws of the Revised State of Nevada

Statute: Chapter 241 and shall comply with the spirit of the open meeting law. The Co-Op may

with the approval of the voting membership present, alter (in some cases) the letter of the open

meeting law; with proper justification of the omission. It is the Co-Op’s intent that its

deliberations and actions be conducted and taken openly. The meetings shall be recorded using

audio recording devices, and these recordings will be kept for one (1) year at the main office of


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the Co-Op. Meetings may be held at satellite offices of the Co-Op for their local members as

needed. Applicable laws and these By-laws shall be obeyed by the satellite office(s). The agenda,

the minutes (draft originally and later subsequently the approved) and the audio recording, shall

be provided to the main office of the Co-Op within ten (10) days to review the members

concerns by the Board which may require the attention of the Board or total membership of the

Co-Op.

The Co-Op at any meeting shall record, keep manual minutes with the time, meeting

location, any subjects discussed, votes taken, and members in attendance (members will be

requested by the Co-Op to sign in for purposes of a quorum, but will not be denied entry if the

member does not desire to sign in). All minutes will be available to the members requesting

them within seven (7) days, so the membership at the next meeting will have a chance to review

them prior to the approval or disapproval of the membership of the minutes. The approved

minutes shall be available within thirty (30) days of the meeting, and will be maintained for five

(5) years in a log book in the main office of the Co-Op.

Section II: Closed Meetings

The Co-Op and satellite offices hold meetings open to the public but may from time to

time, by a vote of the membership, where a quorum exists, close a meeting by restricting it to the

membership only. This power shall not be permitted to the Board or Management Team at any

time. This may be done during a meeting if proposed and seconded by members during a

meeting; the majority vote prevails. It does not require a written ballot of the membership

present to be approved. The membership may vote to exclude the public at the next meeting by

the same procedure, but a notice of the meeting and the agenda shall notify the public of the

closure.


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The Co-Op may hold a closed meeting, from both the public and members, with a

majority vote of the Board or Management Team for only the following reasons: To consider the

character, alleged misconduct, professional competence, or physical or mental health of a person,

assuming that the person has not waived his right to a closed session. Only after this meeting has

been held and a decision voted upon shall the Board be permitted to suspend a Member, Officer,

member of a Management Team or Board Member of the Co-Op.

The records of a closed meeting shall be obtained and maintained in the same manner as

all other meetings of the Co-Op. Records of closed meetings will be released once the Co-Op

decides that the topics of the meetings no longer require secrecy or privacy.

Removal of person or persons from any meeting of the Co-Op or satellite offices shall not

be the decision of the Board or Management Team; this power is restricted to the membership.

For example; if a person is accused of disruptive behavior or any other improper behavior at any

meeting where a quorum exists, any member or Board member or Management member may

propose the removal, but it must be seconded by a member, not an officer of any type of the Co-

Op. The majority vote of the audience prevails. It does not require a written ballot of the

membership present to be approved.

Section III: Notice of Meetings

The Co-Op shall provide notices of meetings that shall be not less than ten (10) or more

than sixty (60) days before a meeting. The notice will include the time and location of the

meeting as well as an agenda listing the topics to be discussed at the meetings. These notices

shall be posted at the main office of the Co-Op and/or at any satellite office and at least three (3)

additional prominent locations in the local area of the main office or satellite offices such as:

A. The local office of the United States Post Office,


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B. A Community Center in the local community and

C. A State of Nevada or County office of the local area of the main office or satellite

offices.

The Co-Op may post notices in additional sites including web sites. The Co-Op shall

notify all of the membership that provides an email address or a mailing address and has

requested notices of meetings.

Section IV: Regular Monthly Meetings

During the initial organization monthly meetings will be held on the 1st Tuesday of each

month (none in December) at the Silver Springs Community Center, in the Lahonton

Room, 2945 Fort Churchill Rd., Silver Springs, Nevada. Doors will open at 6:00pm for a meet

and greet and the meeting starts promptly at 6:30pm.

The Co-Op shall post all notices of all meetings and agenda for the meetings on the web

site (www.nevadawellscooperative.org). The permanent locations shall be determined by the

Board after organization and shall be handled in the identical procedure as the establishment of

the permanent office of the Cooperative in Article I of these By-Laws. No further notice of these

regularly scheduled meeting is required by these By-Laws.

A monthly meeting shall require a notice to all members if there is change in the location

or time of the meeting. If a monthly meeting is canceled for any reason the membership shall be

noticed and the reason for the cancellation shall be provided.

Section V: Demand Special Meetings; Procedures for Special Meetings

NRS 82.336 Members: Special meetings; notices.

(1) A corporation having members entitled to vote on the matter

involved must hold a special meeting of delegates or members if:


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(a) The board of directors or persons authorized to do so by the

articles or bylaws demand such a meeting; or

(b) At least 5 percent of the members demand such a meeting. (The

demand must state the purpose for the meeting. Those making the demand

on the corporation must sign, date and deliver their demand to the

president, chair of the board or the treasurer of the corporation. The

corporation must then immediately give notice of a special meeting of

delegates or members as set forth in subsections 2 to 7, inclusive, or

subsection 9.)

These Co-Op By-laws authorize special meetings of the total memberships of the

Co-Op shall be held if at least three members of the Board or the Manager of the Co-Op or a

majority of a Management Team of a satellite office or at least ten (10%) of the members of

a satellite office or ten (10%) of the total membership of the Co-Op demands a special

meeting.

The satellite offices of the Co-Op may have special meetings for the satellite office

but shall follow the By-Laws of the Co-Op, the laws of the state of Nevada and the County

in the location of the satellite’s office. The satellite offices shall authorize a special meeting

of the members of a satellite office and hold a meeting if the majority of the Management

Team or Manager of the satellite office or at least ten percent (10%) of the members of the

satellite office demands a special meeting.

Section VI: Procedures for Special Meetings

NRS 82.336 Delegates members: Special meetings; notices

(2) Whenever under the provisions of this chapter delegates or members

are required or authorized to take any action at a meeting, the notice

of the meeting must be in writing and signed by the president or the


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chair of the board or a vice president, or the secretary, or an

assistant secretary, or by such other person or persons as the By-Laws

may prescribe or permit or the directors designate.

(3) The notice must state the purpose or purposes for which the

meeting is called and the time when, and the place, which may be

within or without this State, where it is to be held.

(4) A copy of the notice must be delivered personally, mailed postage

prepaid or given as provided in subsection 9 to each delegate or

member, as the case may be, entitled to vote at the meeting not less

than 10 or more than 60 days before such meeting. If mailed, it must

be directed to the person at his or her address as it appears upon the

records of the corporation. Upon the mailing of any notice the service

thereof is complete, and the time of the notice begins to run from the

date upon which the notice is deposited in the mail for transmission

to the person. Personal delivery of the notice to any officer of a

corporation or association, or to any member of a partnership,

constitutes delivery of the notice to the corporation, association or

partnership….

(6) Notice duly delivered or mailed to a delegate or member in

accordance with the provisions of this section and the provisions, if

any, of the articles or bylaws is sufficient, and in the event of the

transfer of a membership after the delivery or mailing and before the

holding of the meeting it is not necessary to deliver or mail notice

of the meeting to the transferee.

(7) Any delegate or member may waive notice of any meeting by a

writing signed by the delegate or member, or his or her duly

authorized attorney, either before or after the meeting.

(8) Unless otherwise provided in the articles or bylaws, whenever

notice is required to be given, under any provision of this chapter or


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the articles or bylaws of any corporation, to any member to whom

notice of two consecutive annual meetings, and all notices of meetings

or of the taking of action by written consent without a meeting to the

member during the period between those two consecutive annual

meetings, have been mailed addressed to the member at his or her

address as shown on the records of the corporation and have been

returned undeliverable, the giving of further notices to the member is

not required. Any action or meeting taken or held without notice to

that person has the same force and effect as if the notice had been

given. If any such person delivers to the corporation a written notice

setting forth his or her current address, the requirement that notice

be given to the person is reinstated. If the action taken by the

corporation is such as to require the filing of a certificate under

any of the other sections of this title, the certificate need not

state that notice was not given to persons to whom notice was not

required to be given pursuant to this subsection.

Section VII: Annual Meetings and Election of Board

NRS 82.286(1) If a corporation has members entitled to vote for

the election of directors, or for the election of delegates who

vote for the election of directors, unless elected pursuant to

NRS 82.271 or 82.276, and subject to subsection 2, the directors

or delegates of every corporation must be chosen at the annual

meeting of the members or delegates, to be held on a date and at

a time and in the manner provided for in the bylaws, by a

plurality of the votes cast at the election. If for any reason

the directors are not elected pursuant to NRS 82.271 or 82.276

or at the annual meeting of the members or delegates, they may

http://www.leg.state.nv.us/NRS/NRS-082.html#NRS082Sec271





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be elected at any special meeting of the members which is called

and held for that purpose.

(2) The articles or bylaws may provide for the classification

of directors as to their respective terms of office, their

election by one or more authorized classes or series of members

or delegates, their election by members or delegates in

geographic areas, districts or precincts, and their election

annually by ballot instead of at an annual meeting.

The Annual Meeting for the membership shall be held on the 1st Tuesday of November

each year at the Silver Springs Senior Center, Lahonton Room, at 2945 Fort Churchill Rd., Silver

Springs, Nevada. The doors will open 6pm and the meeting will start promptly at 6:30pm.

The Annual Meeting purpose shall be for the election of Board members. If the day for

the Annual Meeting is a legal holiday in the State of Nevada, the Annual Meeting shall be held

on the next succeeding Tuesday.

Distinguishing between Directors (Board members) and Officers:

A Director can be elected to serve as a Chair of the Board. Directors have no individual

authority or power. Their authority and power is exercised collectively as a Board. The Nevada

Wells Cooperative Board of Directors shall be comprised of five (5) Board members. The length

of term of the Board member shall be two years. The Board member terms shall rotate their

positions to allow an experienced board member presiding at all times. An Annual Meeting will

be conducted to replace two to three board members whose term has expired leaving two or three

Board members to continue to sit on the board until their term expires. The expired Board

members position will be up for election at the next Annual Meeting. A Board member may be

renewed up to a maximum of two consecutive terms (four years). A member, after one


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consecutive term (two years) has passed since serving as a Board member, may once again be

nominated for another maximum of two consecutive terms.

The Officers are Board members who are elected to an Officer position. A ballot for

voting lists all the elected Board members and each member votes for a Board member for each

of the positions. The Officers (Executive Officers) are delegated with certain authority and

power as described in these bylaws.

Nevada state law generally requires nonprofit corporations to have the following

executive officers:

A President

A Vice-President (the nonprofit bylaws may elect to not have a Vice-President)

A Secretary; and

A Treasurer (chief financial officer)

A non-officer Board Member at Large (the nonprofit bylaws may elect to not have a

non-officer board member)

Section VIII: Informal Action by Members

Any action required by law to be taken at a meeting of the members or a meeting of a

satellite office, or any action which may be taken at a meeting of the members or a meeting of a

satellite office, may be taken without a meeting if consent in writing, setting forth the action so

taken, shall be signed by at least seventy percent (70%) of the membership of the total

membership or seventy percent (70%) of the satellite office with respect to a meeting of the Co-

Op or satellite office and with respect to the subject matter thereof.


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ARTICLE VI

Board Management Members

Section I: Purpose and Duty of Board members

To advise, govern, oversee policy and direction, and assist with the leadership and

general promotion of the Co-Op so as to support and govern the Co-Op’s purpose and needs,

except for the initial year of the Co-Op during the formation of the Co-Op, the Board shall be

elected by the membership of the Co-Op. Upon organization of the Co-Op the membership at

the first Annual Meeting may review the Board members and either support the Board as it

stands or select new nominations to the Board. If the membership decides on new nominations

for any positions on the Board, the Co-Op shall follow the same procedures for the ballot as

written in Article V, Section VI, Procedures for Special Meetings in these By-Laws until the

regular meeting when the ballots will be counted. The resulting Board shall be up for re-election

based on their term at each Annual Meeting.

The major responsibilities of a Board member are:

1. Organizational leadership and advisement

2. Organization of the Board of Management Members, Officers, and Committees

3. Formulation and oversight of policies and procedures

4. Financial management, including adoption and oversight of the annual budget

5. Oversight of programs, planning and evaluation

6. Personnel evaluation and staff development

7. Review of organizational and programmatic reports

8. Promotion of the organization

9. Fundraising and outreach


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Section II: Members’ Expectations of Board Members

Nonprofit board members have basic responsibilities—support and governance—each

requiring different skills and expertise. The Board members shall be a "supporter" in raising

money, bring contacts to the organization, and act as ambassadors to the community. Equally

important is the "governance" role which involves protection of the public interest, being a

fiduciary, selecting the committee members, assessing their performance and the performance of

other members of the Board, overseeing the Co-Op’s compliance with legal and tax

requirements, and evaluating the corporation's work.

Board Member should also:

1. attend and participate in meetings on a regular basis and special meetings and events

as able

2. participate on a standing committee of the board, and serve on ad-hoc committees as

necessary

3. be alert to community concerns that can be addressed by the Co-Op’s purpose,

objectives, and programs and help communicate and promote these purposes and

programs to the community

4. become familiar with the Co-Op’s finances, budget, and financial/resource needs

5. understand the policies and procedures of the Co-Op

6. financially support the Co-Op in a manner commensurate with one’s ability and as

expected from all the Membership of the Co-Op

Section III: Meetings and Time Commitment

The Board meets with the membership monthly. These meeting should typically last sixty

(60) to ninety (90) minutes. The Board may have meetings for discussion of methods to perform


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actions endorsed and authorized by the membership. These meeting are open to members of the

membership to attend.

1. Members who have requested a notice of such meetings shall receive a notice of

these called Board meetings at the same time as the members of the Board are

noticed and should typically be infrequent. The time commitment is dependent on

the actions dictated by the membership, possibly sixty (60) to ninety (90) minutes.

2. Committees of the board may meet monthly, or six (6) times per year, pending their

respective work agenda.

Section IV: Organization of the Board

NRS 82.196 Board of Directors or Trustees: Number and

qualifications of members

Every Corporation must be managed by a board of directors or

trustees, all of whom must be at least 18 years of age. Every

corporation must have at least one director or trustee. All

corporations may provide in their articles or bylaws for a fixed

number of directors or a variable number of directors within a

fixed minimum and maximum, and for the manner in which the

number of directors may be increased or decreased. Unless

otherwise provided in the articles, directors need not be

members. The articles or bylaws may provide that some or all the

directors or trustees must be chosen by specified persons or by

public officials.

The Board shall be composed of members of the Co-Op. The Board shall be composed

of five (5) members. The length of term of the Board member shall be two years. The Board


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member terms shall rotate their positions to allow an experienced board member presiding at all

times. An Annual Meeting will be conducted to replace two to three board members whose term

has expired leaving two or three Board members to continue to sit on the board until their term

expires. The expired Board members position will be up for election at the next Annual Meeting.

A Board member may be renewed up to a maximum of two consecutive terms (four years). A

member, after one consecutive term (two years) has passed since serving as a Board member,

may once again be nominated for another maximum of two consecutive terms in Article V,

Section VII, Annual Meetings and Elections of Board of these By-Laws.

NRS 82.211 Officers of corporation: selection; terms; duties.

(1)Every corporation must have a president or a chairman of the

board, a secretary and a treasurer.

The Board and the membership shall elect, at the Annual Meeting in November, the

following positions of the Board; President, Vice-President, Secretary, Treasurer or Board

Member at Large as outlined in Article V, Section VII, Annual Meetings and Elections of Board

of these By-Laws.

President of the Board - Provides leadership to the Board who sets policy and to

whom all committees are accountable; presides over the meetings of the Board;

develops the agenda with committee members and other Board members; encourages

the Board's role in strategic planning; after consultation with other Board members

appoints the Chairpersons of the committees; serves ex officio as a member of

committees and attends their meetings when invited; discusses issues confronting the

organization with the membership; helps guide and mediate Board actions with

respect to organizational priorities and governance concerns; monitors financial


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planning and financial reports; plays a leading role in fundraising activities;

informally evaluates the effectiveness of the Board members; evaluates annually the

performance of the organization in achieving its mission; and performs other

responsibilities assigned by the Board.

Vice-President of the Board – Performs President’s responsibilities when the

President cannot be available; sets tone for the committee work; ensures that

volunteer members have the information needed to do their jobs; oversees the

logistics of committee's operations; reports to the full Board on committee's

decisions/recommendations and works closely with the committees and other member

volunteers; and performs other responsibilities as assigned by the Board.

Secretary of the Board – Maintains records of the board and ensures effective

management of Co-Op's records; manages minutes of board meetings; ensures

minutes are distributed to members shortly after each meeting; maintains the record

log books of the Co-Op (such as amendments to articles and/or bylaws, or

membership lists); is sufficiently familiar with legal documents (articles, by-laws,

IRS letters, etc.) to note applicability during meetings; establish a committee whose

specific function shall be document writing for the Co-Op; establishes a committee to

be chaired by another member of the Board to maintain the Co-Op’s website;

establishes a committee to be chaired by another member of the Board to maintain the

membership lists and both members of the Board shall oversees the notice process to

the membership; and performs other responsibilities as assigned by the Board.

Treasurer of the Board – Manages and keeps records of all finances of the Co-Op;

administrates fiscal matters of the Co-Op; provides to the Secretary a list of members


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who are not current on their dues seven days prior to each meeting; provides the

annual budget to the board for members' approval; ensures development and board

review of financial policies and procedures; and establishes a committee to be chaired

by another member of the Board for at least three Assistant Treasurers who shall

perform such duties which may be assigned to them by the Treasurer, who may, in

the Treasurer’s absence, collect membership fees, other monies due to the Co-Op,

give receipts and deposit to the financial institution of the Co-Op. These activities

shall be overseen by both members of the Board. The financial accounts in the

institution shall have at a minimum three signatures on file and at least two signatures

on any withdrawal or check written by the Co-Op.

Board Member at Large (not holding an office) – Chair committees by making

serious commitment to participate actively in committee work; volunteer for and

willingly accept assignments and completes them thoroughly and on time; stay

informed about committee matters, prepare for meetings, and review and comment on

minutes and reports; get to know other committee members and build a collegial

working relationship that contributes to consensus; and participate in fund raising for

the organization.

A complete job description for each officer is available upon request at the Co-Op

main office.


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Section V: Election Procedure of the Board

A. Nominations:

1. Prior to the Annual Meeting an August agenda will be sent to all members

informing them of an Election Committee, panel of three (3), who was appointed

by the Board at the July board meeting. This can be open for discussion after the

regular business is conducted. The Board Secretary shall give the committee:

a. A membership list with their mailing address, email address and telephone

number.

b. A copy of the bylaws.

c. A description of board member duties, and requirements.

2. The Board Secretary shall send the September General Meeting Agenda to all

members and inform them that the floor will be open for nominations for new

board member positions for President, Vice-President, Secretary, Treasurer or

Board Member at Large.

3. At the September General Meeting the regular business shall be conducted first

prior to nominations being open to the floor. Members may nominate

themselves. A nominee may decline a nomination. The floor for nominations

shall be voted upon to be closed by the President.

4. The Election Committee notes the recommendations for new board members and

shall review the potential candidates and assess their skills and experience to

determine if they meet qualifications for the position for:


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a. If a Board member is nominated the committee must verify if the nominated

Board member meets the requirements to be nominated again.

b. Knowledge of experience and leadership.

c. Skill sets shall include: finance, legal, auditing, government affairs, public

relations, community experience, and knowledge of the organizations.

d. All Races and Religions in the community should be represented.

5. The Election Committee forms a final written list of recommended candidates to

the Board for formal approval at Annual Open Board of Directors Meeting on the

2nd

Thursday in October.

6. The Board Secretary shall mail/email the October General Meeting Agenda to all

members and note that the Board will vote on the Election Committees

recommendations at an Annual Board of Directors meeting on the 2nd

Thursday

of October which will be open to all members. Nominees shall not be present at

this meeting to allow for open discussion.

7. At the Annual Board Meeting there must be a Board quorum which may result in

a nominated Board member to be present. The Board will vote to approve or

disapprove the nominee(s) and vote to hold or decline the regular Board of

Directors meeting on the 3rd

Thursday in the month of October.

8. The Board Secretary shall email the November General Meeting Agenda and the

Annual Meeting Agenda to all members immediately after the October Annual Board

of Directors meeting. The email shall note all approved board nominees for election

as well as informing the members that the Election Committee will mail to each

member the voting instructions, the ballot and proxy. The Election Committee shall


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then mail to each member, the November General Meeting Agenda and Annual

Meeting Agenda, instructions on voting, the voting ballot for the nominated Board

Members for election and proxy.

9. Instruction that shall be included in the November Annual Meeting are as

follows:

a. All ballots and/or proxies must be completed in blue ink to ensure it is an

original voting ballot.

b. The website, www.nevadawellscooperative.org, will have the ballot and

proxy posted to be downloaded.

c. The ballot can be brought to the Annual Meeting in person.

d. If the proxy and/or ballot is mailed or hand delivered by either the member or

the satellite office it must be in a sealed envelope with the member’s name

and signature across the seal of the envelope and must be received by the

main office of the Co-Op no later than 5:00 p.m. the day of the Annual

Meeting in order to be counted as a vote at the Annual Meeting.

e. The proxy and/or ballot vote envelopes shall Not be opened until the

Annual Meeting commences in front of the assembled membership.

B. The Election:

1. At the November Annual Meeting the presiding President shall call the regular

meeting to order and instruct that the mailed or hand delivered proxies and/or ballots

be placed in the ballot box and shall instruct the presiding members to place their

completed ballot in the ballot box.


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2. All regular business shall be conducted first and a request for a vote to close the

regular meeting by the presiding President shall be called.

3. The presiding President shall then call the Annual Meeting to order and request the

presiding members to vote a Chair to conduct the Annual Meeting.

4. The Chair will resume the Annual Meeting and request the Election Committee to

open all the ballots in the ballot box.

5. The Election Committee shall tally each name for each position and give the results to

the Chair.

6. The Chair shall announce the name and number of votes for each position.

7. The Chair shall request a vote to accept the new Board members. Any Board member

elected to a position by the membership may decline the position and the Board

member receiving the next highest amount of votes may accept or decline and so on

until all the positions are filled.

8. Once all votes are counted and the new Board members are elected, the Chair shall

request to accept the new Board by vote and vote to close the Annual Meeting.

9. To ensure all members who have voted know their vote was acknowledged and

counted; after the Annual Meeting the Election Committee shall send a Thank You

Notice for voting and the results of the ballot to all membership within seven (7) days

after the Annual Meeting.

C. Protests:

Any member whose vote was not received or counted or any member who did not vote

but a vote was counted in their name shall lodge a written protest and a written signed ballot

using blue ink to the main office of the Co-Op before 5:00pm prior to the November regular


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Board of Directors meeting which is held the 3rd

Tuesday of the month. A Special Meeting

Agenda to all membership will include the protested information to be voted upon and will be

the first order of business on the 4th

Tuesday of November. No other business will be conducted.

These protests shall be acknowledged, discussed and handled before any other action is

proposed. A vote is acted upon. Absent any protests the newly elected Board members shall take

office at the next regular January meeting of the new year as there are no December meetings.

Section VI: Vacancies Management Members Board

Any vacancy occurring in the Board or Officer or committee Member shall have the

position filled by a temporary appointment by the Board; first from any pool of alternate Board

members that may have been selected by the membership prior. Nominations shall be submitted

according to the procedure for the Annual Meeting elections of Section V: Election Procedure of

the Board of these By-Laws.

Section VII: Committee Members

NRS 82.206 Committees of the board of Directors: Designation;

powers; names; membership.

(1) Unless otherwise provided in the articles or bylaws, the

board of directors may designate one or more committees which,

to the extent provided in the resolution or resolutions or in

the bylaws, have and may exercise the powers of the board of

directors in the management of the business and affairs of the

corporation, and may have power to authorize the seal of the

corporation to be affixed to all papers on which the corporation

desires to place a seal.


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(2) The committee or committees may have such name or names as

may be stated in the bylaws or as may be determined from time to

time by resolution adopted by the board of directors.

(3) Each committee must have at least one director. Unless it is

otherwise provided in the articles or bylaws, the board of

directors may appoint natural persons who are not directors to

serve on the committees.

(4) No such committee may:

(a) Amend, alter or repeal the bylaws;

(b) Elect, appoint or remove any member of any such

committee or any director or officer of the corporation;

(c) Amend or repeal the articles, adopt a plan of merger or

a plan of consolidation with another corporation;

(d) Authorize the sale, lease or exchange of all of the

property and assets of the corporation;

(e) Authorize the voluntary dissolution of the corporation

or revoke proceedings there for;

(f) Adopt a plan for the distribution of the assets of the

corporation; or

(g) Amend, alter or repeal any resolution of the board of

directors unless it provides by its terms that it may be

amended, altered or repealed by a committee.


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The Board of Directors in this Co-Op bylaws require no resolution necessary to

designate one or more committees who may exercise the powers from which the Board of

Directors designate in the management of the business and affairs of the designated or

appointed committee. The board of directors may appoint natural persons who are not

directors to serve on the committees. No such committee may:

1. Amend, alter or repeal the bylaws;

2. Elect, appoint or remove any member of any such committee or any director or

officer of the corporation;

3. Amend or repeal the articles, adopt a plan of merger or a plan of consolidation

with another corporation;

4. Authorize the sale, lease or exchange of all of the property and assets of the

corporation;

5. Authorize the voluntary dissolution of the corporation or revoke proceedings

there for;

6. Adopt a plan for the distribution of the assets of the corporation; or

7. Amend, alter or repeal any resolution of the board of directors.

Section VIII: Removal of Board Members, Officers and Committee Members

NRS 82.296 Directors: Removal; filling of vacancies.

(1) Any director may be removed from office by the vote of

members, if any, representing not less than a majority of the

voting power of the members entitled to vote for the election of

the director being removed or a majority of the voting power of


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the members entitled to vote for delegates who vote for the

election of the director being removed, but:

(a) In case of corporations which have provided in their

articles or bylaws for the election of directors by cumulative

voting, no director may be removed from office under the

provisions of this section except upon the vote of members

holding sufficient voting power to have prevented the director’s

election to office in the first instance; and

(b) The articles or bylaws may require the concurrence of a

larger percentage of the members entitled to voting power in

order to remove a director.

Board members, Officers and committee members may be removed at any Annual

Meeting, regular meeting or special meeting by a vote of the membership, if the meeting has

been properly noticed for the purpose of the removal and a quorum of the membership is present.

If the removal occurs at a regular meeting or special meeting an alternative member shall be

appointed by the vote of the membership present until the next Annual Meeting is held when the

membership shall vote according to the procedures of a vacancy on the Board.

Section IX: Co-Op Compensation

Board members, management team officers, and committee members, as such, shall not

receive any stated salaries for services. Board members, management team officers and

committee members may not hold a salaried position with the Co-Op or any satellite office.


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Section X: Powers of the Board

NRS 82.201 Board of Directors or trustees: General Powers.

(1) Subject only to such limitations as may be provided by this

chapter, or the articles, the board of directors or trustees has full

control over the affairs of the corporation.

(2)Unless otherwise provided in the articles and subject to the

bylaws adopted by the members, if any, directors may make the

bylaws of the corporation.

In Article IV Voting and Procedures Section I Voting Power of the Articles of

Incorporation of the Co-Op; “All powers, privileges, rights, duties and obligation are to be

exercised and performed by the members of the Co-Op. These powers may be vested to the

Board of Directors of the Co-Op upon written ballot of the membership on any management

or operational issue voted upon and endorsed by the membership.”

In Article VII Administrative Requirements and Polices Section VII, Amendments to the Articles

or By-laws Procedures of these By-Laws, is the power and procedure to alter, amend, or repeal

or create new Articles and By-laws to be adopted by the Co-Op.

All alterations, amendment or repeals of the Articles or By-Laws must be by vote of the

membership to alter, amend or repeal the Articles or By-Laws and not by the Board.


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ARTICLE VII

Administrative Requirements and Polices

Section I: Fiscal Year

The fiscal year is the calendar tax year: This is a period of 12 consecutive months

beginning January 1 and ending December 31.

Section II: Fiscal Responsibility

The Co-Op shall have the financial capabilities and/or resources before committing to

any action on behalf of the purpose and goal of the Co-Op.

Section III: Donations or Gifts

The Board may accept, on behalf of the Co-Op, any contributions, gifts, bequests, or

device for the general purposes or for any special purpose of the Co-Op.

Section IV: Financial Procedures and Reports

The Treasurer shall keep all financial records of the Co-Op. These records shall be kept

timely and be available for review at any time by any member of the Co-Op. The Treasurer shall

give report of the finances of the organization at each Regular Meeting and Annual Meeting

which shall be given to all members in the manner described for notice in these By-Laws. The

Treasurer shall write checks which will bear two signatures and pay debts of the Co-Op as well

as deposit income and record each transaction.

Section V: Books and Records

Proper records must be kept per the Nevada Revised Statutes and the Internal Revenue

Code. The books and records must show it complies with tax rules, and it must be able to

document the sources of receipts and expenditures reported on Form 990, Return of Organization

Exempt from Income Tax. These rules ensure the loss of its tax-exempt status


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As a corporation, Nevada Wells Cooperative must keep records of board of directors

meetings in a Corporate Book. The board creates documents such as your corporation's articles

of incorporation and annual reports. The board also creates and edits documents such as motions

and minutes during the course of board meetings. The corporate Secretary is usually designated

to keep all of the corporate records in the Corporate Book.

The accounting recordkeeping system must shows its income and expenses and a

summary of transactions of gross receipts, purchases, other expenses, employment taxes (if

applicable), and assets. The Nevada Wells Cooperative is on a cash basis therefore the

checkbook is the main source for entries in the books and records. (Changed to) This Co-op

must keep all documentation that supports the entries in the books and shall be maintained at the

main office of the Co-Op for review.

Additional records shall be kept for each membership with the name, address, phone

number, email address if provided and the parcel represented by the member.

Section VI: Request of Member or Manager for Documents

When requesting copies of records, in order to reduce the costs, the Co-Op requests of

any member or officer or management team member or staff person allow copies to be scanned

and emailed to the requestor of the information. The Co-Op is permitted to charge reasonable

fees for the copying and delivery of requested documents.

Section VII: Amendments to the Articles or By-laws Procedures

These Articles and By-Laws may be altered, amended or repealed and new Articles and

By-laws may be adopted by the following method (the only exceptions are noted above in these

By-laws during the initial organization of the Co-Op);


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1. The membership receives written notice at least thirty days in advance with the date,

location and time of the scheduled meeting for the membership vote regarding the

Article or By-Law; includes the current Article or By-Law and the changed Article or

By-Law or the reason for its removal, the date of the notice, a specific proxy (ballot)

for the membership to vote if the member is unable to attend the meeting.

2. The notice will be posted to the Nevada Wells Cooperative web site of the Co-Op and

noticed according to Article V, Section III of these By-Laws of the Co-Op.

3. If the Article or By-Law is altered, amended or repealed after the majority vote, upon

a quorum of the membership, the web site of the Co-Op shall be updated with the

new Articles and By-Laws within thirty days (30). The new Article or By-Law shall

not be in effect nor be removed until it has been signed by the President and the

Secretary of the Co-Op with a notary and placed into the log book maintained in the

main office of the Co-Op.

ARTICLE VIII

Dissolution

“DISSOLUTION CLAUSE; Upon dissolution of the corporation, assets shall be

distributed for one or more exempt purposes within the meaning of Section 501©(3) of the

Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be

distributed to the federal government, or to a state or local government, for a public purposes.

Any assets not so disposed of shall be disposed of by the Court of Competent Jurisdiction of the

county in which the principal office of the corporation is then located, exclusively for such

purposes or to such organization or organizations, as said court shall determine, which are

organized and operated exclusively for such purposes.”


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Signature Page

IN WITNESS WHEREOF, for the purpose of forming this Co-Op as a Nonprofit,

Cooperative, Water Utility Corporation under the aforesaid laws of the State of Nevada, we the

undersigned, being the incorporators of such corporation and residents of the State of Nevada,

have executed these By-Laws of the Nevada Wells Cooperative as of this _____ day of

_____________ month, of the year _____________.

Dennis Brewer

_______________________________________ ____________________________________

Print Name of President of Co-Op Signature of President of Co-Op

Charles Hamilton

_______________________________________ _____________________________________

Print Name of Vice-President of Co-Op Signature of Vice-President of Co-Op

CJ Ainsworth

_______________________________________ ____________________________________

Print Name of Treasurer of Co-Op Signature of Treasurer of Co-Op

Nancy Boone

______________________________________ ____________________________________

Print Name of Secretary of Co-Op Signature of Secretary of Co-Op

Pat Shelton

_____________________________________ ___________________________________

Print Name Board Member of Co-Op Signature Board Member of Co-Op

State of Nevada, County of _______________________;

this document was acknowledged before me by the person(s) listed above on the ______ day of

the month of ____________________ in the year ____________.

____________________________________ Notary Seal:

Signature of Notary

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Print Name of Notary

NEVADA WELLS COOPERATIVE

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