BY-LAWS
of
PANORAMA HILLS WATER CO, INC.
Panorama Hills Water Company is a Shareholder owned, non profit corporation, which provides water
to the residents in the Iona Area of Bonneville County, State of Idaho
ARTICLE 1
SHAREHOLDERS
Section 1. Annual Meeting of Shareholders:
The annual meeting of the shareholders of the Panorama Hills Water Co, hereinafter referred to as
PHWC, shall be held annually at a place so designated by the Board of Directors, within a radius of
15 miles of PHWC, at an hour on or before March 31st of each year, as shall be set by the Board of
Directors, for the purpose of electing directors and for the transaction of such other business as
may be brought before the meeting.
It shall be the duty of the secretary to cause notice of such an annual meeting by giving written
notice of the time, place and purpose of the meeting to all shareholders (members) entitled to vote
at such meeting at least ten (10) days prior to the date of the annual meeting. The method of
notice may include public notice on social media sites, the PHWC website, email, telephone call, US
Post Office, or a combination thereof.
Section 2. Special Meetings:
Special meetings of the shareholders may be called at any place so designated by the Board of
Directors, within a radius of 15 miles of PHWC, at any time by a majority vote of the Board of
Directors. If more than eighteen (18) months are allowed to elapse without the annual shareholders
meeting being held, any shareholder may call for a meeting to be held. At any time, upon written
request of any director, or of any shareholder or shareholders holding in the aggregate one-third
(1/3) of the voting power of all shareholders, it shall be the duty of the secretary to call a
special meeting of the shareholders to be held at such time as the secretary may fix, not less than
ten (10) days or more than thirty-five (35) days after the receipt of said request, and if the
secretary shall neglect or refuse to issue such call, the director or shareholder or shareholders
making the request may do so.
Section 3. Adjournments:
An adjournment or adjournments of any annual or special meeting may be taken without new notice
being given by a majority of the Board of Directors or by a majority vote of the shareholders.
Section 4. Organization:
The President of PHWC shall call the meeting of the shareholders to order and shall act as the
chairman at such meetings. In the absence of the President, the Vice-President or any Director,
shall act as chairman of the meeting. The Secretary of PHWC shall act as secretary of
all meetings of the shareholder, but in the absence of the Secretary at any meeting, the presiding
officer may appoint any other director to act as Secretary of that meeting.
Section 5. Membership Voting Rights:
At each meeting of the shareholders, every shareholder of record shall have the right to vote one
vote for every share of membership stock issued in their name on the "PHWC Shareholder's
Certificate/Water Rights Allocation List".
Only shareholders are eligible to vote. Eligibility to vote is defined as: Any owner of a metered
lot hooked up to the PHWC system, and current on paying a year round monthly water assessment on
that lot.
Shareholder votes may be submitted electronically by email or text message, or handwritten on
official PHWC ballots, or in person at a shareholder meeting. Proxy voting is not allowed.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number and Terms of Office:
The business property and corporate powers of the corporation shall be managed and controlled by
the Board of Directors. The number of Directors shall be five (5). Directors must be shareholders.
Directors shall be elected by a majority of the voting shareholders, for the term of three (3)
years. An election will be held annually for Directors whose term expires that year. Terms will be
staggered so that the term of office of all the Directors shall not expire in any one year. Each
Director shall serve for the term for which they have been elected and until their successor has
been duly chosen.
All elections of the Directors shall be held at the annual meeting of the shareholders.
Section 2. Vacancies:
Vacancies of the Board of Directors shall be filled by the majority of the remaining Board of
Directors and each person so elected to fill such vacancy shall fill out the unexpired term of the
person causing the vacancy or until their successor is elected.
Section 3. Place of Meeting:
The meeting of the Board of Directors may be held at such a place as the President or a majority of
the Board of Directors may from time to time select within a radius of 15 miles of the Panorama
Hills area development.
Section 4. Regular Meetings:
Regular meetings of the Board of Directors shall be held monthly following each annual meeting of
the shareholders. No notice shall be required of such regular meetings of the Board of Directors.
These Board Meetings are to be held on the 3rd Tuesday of each month, unless the majority of the
Board agrees to a different date for any meeting.
Section 5. Special Meetings:
Special meetings of the Board of Directors shall be held whenever called at the direction of the
President and/or a majority of the Board of Directors.
The Secretary shall give notice to all Directors of each special meeting at least three (3) days
before the meeting, but such notice may be waived by the Directors.
Section 6. Quorum Voting:
A majority of the Board of Directors shall be necessary to constitute a quorum for the transaction
of business and the action of a majority of the Directors present at a meeting at which a quorum is
present shall be the action of the Board of Directors.
ARTICLE III
OFFICERS/LEADS
Section 1. Officers:
The effective Officers of PHWC shall be a President, a Vice-President, Secretary, and Treasurer.
The office of President and Vice-President shall be filled by a majority vote of the Board of
Directors who shall elect one of their number to act as such President and one to act as
Vice-President.
Section 2. Leads:
The Board of Directors shall have the authority to appoint and remove Leads for conducting PHWC
activities and employees of PHWC, prescribe their duties, fix their compensation, and require from
them security for their faithful service. These activity Leads will include a Business Lead,
Operations & Maintenance Lead, a Project Management Lead, a System Engineer and a System Operator.
Section 3. Removal from Office:
All Officers shall be subject to removal at any time by the affirmative vote of a majority of the
whole of the Board of Directors present and voting. All Board-appointed Leads and employees other
than officers elected by the Board of Directors shall hold office at the discretion of the Board of
Directors and may be removed by the Board of Directors whenever in their judgment the best interest
of PHWC will be served thereby. Any member of the Board of Directors shall be subject to removal of
office at any time by the affirmative vote of a majority of the shareholders of PHWC at a legally
convened meeting.
Section 4. Powers and Duties of the President:
The President shall preside at all meetings of the shareholders and the Board of Directors, subject
to the power of the Board of Directors, they shall have the general supervision and superintendency
of the affairs of the Company. The President shall keep the Board of Directors and Leads, as
appropriate, informed of any decisions made in the name of PHWC.
They may sign and execute all instruments required of PHWC on behalf of the Board of Directors and
after they have authorized the action to be taken. They shall approve the assignment of membership
shares in PHWC. They shall perform all such other duties as may be from time to time assigned to
them by the Board of Directors.
Section 5. Vice-President:
The Vice-President shall act in all cases in which the President is absent, or in case of their
death or disability.
Section 6. A) Secretary and B) Treasurer:
A. The Secretary shall keep the minutes of all meetings of the Board of Directors and the
minutes of the meetings of the shareholders in records provided for that purpose. They shall give
and serve all notices of PHWC. They may sign with the President in the name of PHWC on the
contracts authorized by the Board of Directors, and shall have charge of PHWC records and such
other books and papers as the Board of Directors may direct, all of which shall at reasonable times
be open to examination of any shareholder, and they shall perform all of the duties incident to the
office of the Secretary, subject to the control of the Board of Directors.
B. The Treasurer shall have custody of all funds and securities of PHWC. The Treasurer shall
endorse on behalf of PHWC their corporate checks, notices and other obligations and shall deposit
the same to the credit of PHWC in such bank or banks or depository as the Board of Directors may
designate. They shall sign all receipts and vouchers and payments made to PHWC, alone or jointly
with such other officers as may be designated by the Board of Directors and shall pay out the
deposits of the same under the direction of the Board of Directors. The Treasurer or President
shall sign bills and promissory notes of PHWC. They shall enter a statement of PHWC's cash account,
they shall enter regularly into the PHWC records to be kept by them for that purpose, full and
accurate accounts of all money received and paid by them on all accounts of PHWC. They shall at all
reasonable times and places exhibit PHWC books and accounts to any Director and they shall perform
all acts incident to the position of Treasurer subject to the control of the Board of Directors.
They shall also coordinate with the President in maintaining the official version of the "PHWC
Shareholder's Certificate/Water Rights Allocation List".
The Treasurer shall, at the regular annual meeting of the shareholders, prepare
a financial statement of the affairs of PHWC and shall be required to give a report of the
financial condition of PHWC at said meeting, or they may be called upon for a statement of the
financial condition of PHWC at any time by a majority action of the Board of Directors.
The Treasurer may be required to furnish a bond in such amount as shall be determined by a majority
of the Board of Directors.
The Board of Directors shall, at least annually, and before the annual meeting of the shareholders,
conduct an audit of all of the affairs of PHWC, including the accounts and records of the
Treasurer.
Section 7. Roles and Responsibilities of Leads:
The Board of Directors may appoint individuals to implement, oversee, and manage activities
required to fulfill specific functions and activities of PHWC. These positions are responsible to,
and report to, the Board of Directors and the President.
A. The PHWC Business Lead oversees the business activities of PHWC. These will generally include,
but are not limited to, the corporate financial, budget and asset management activities that ensure
full compliance with State and Federal regulations and approved PHWC policies and procedures.
B. The PHWC Operations & Maintenance Lead oversees the operations and maintenance of the
Panorama Hills water system and infrastructure. These activities will be reviewed by the System
Engineer and are scheduled, performed and trended according to approved PHWC procedures.
C. The PHWC Project Management Lead manages activities and projects that modify, repair, replace
or add to the PHWC system and infrastructure, in coordination with appropriate engineering,
technical and construction resources.
D. The PHWC System Engineer is a certified Professional Engineer (PE) registered with the State
of Idaho that provides technical advice and oversight to PHWC. This includes review of Operations &
Maintenance Procedures, maintenance of the PHWC system drawings and interactions with government
agencies such as the Idaho Department of Environmental Quality and Bonneville County.
E. The PHWC System Operator is certified by the State of Idaho to operate and maintain the PHWC
water systems within Federal and State guidelines and requirements. They work closely with the
Operations & Maintenance Lead and the System Engineer.
ARTICLE IV
MEMBERSHIP STOCK
Section 1. Membership Certificates (Shares):
PHWC shall not issue any stock but shall assign shareholder certificate/water rights allocations
(shares) to each member. These shares shall be transferable to subsequent owners. All allocations
shall be consecutively numbered and tracked on an official spreadsheet, titled "PHWC Shareholder's
Certificate/Water Rights Allocation List", approved by both the President and Treasurer and each
allocation shall represent an equal membership in PHWC. These allocations can only be made to
qualified owners of building lots and homes located within the water system Primary Service Area,
as defined and managed in PHWC policies.
The membership certificate in the PHWC shall at all times be considered appurtenant to said lot and
the obligation arising from membership in the PHWC be considered as covenants running with the
land.
Section 2. Regulations:
The Board of Directors shall have the power and authority to make all such rules and regulations
not inconsistent with the Articles of Incorporation, these By-Laws, and the laws of the State of
Idaho, as they may deem expedient concerning the issue, transfer and registration of certificates
for shares of membership in PHWC.
Section 3. Cost of Transfer:
For each certificate transferred in the records of PHWC there shall be a minimum cost determined by
the Board of Directors. Any additional costs shall be charged in accord with rules and regulations
to be promulgated by the Board of Directors.
Section
ARTICLE V
ASSESSMENTS
1. Levy of Assessments:
The Board of Directors shall have the power to levy assessments against members at such times and
in such amounts as may be necessary for paying the indebtedness of and for carrying on the business
of PHWC, in conformity with the statutes of the State of Idaho.
Assessments shall be levied on a monthly basis against the users of water from said water system
and said assessment shall include a sufficient amount to capitalize any and all expenses.
Section 2. Notice of Assessment:
Monthly assessments shall be delivered to each and every member of PHWC via US Postal Mail, email,
or personal delivery to the last known address. This shall be deemed sufficient notice for any and
all notice requirements under the provisions of these By-Laws.
Section 3. Failure to Pay Assessment Resulting in Lien on Property:
In the event any member of PHWC fails to pay their assessment for a period of thirty (30) days,
PHWC may discontinue water service until such time as all assessments are paid in full. PHWC shall
file a lien on each member’s property who fails to timely pay all assessments when due.
ARTICLE VI
AMENDMENTS
Section 1. Amendments:
The By-Laws of PHWC may be altered, amended, or new By-Laws adopted at any regular meeting or at
any special meeting of the shareholders thereof called for that purpose by the affirmative vote of
two-thirds of the shareholders voting, provided that a quorum as specified in the By-Laws of PHWC
and the laws of the State of Idaho be present.
Section 2. Ownership of Water System:
PHWC shall acquire the water system, including land, rights of way, reservoir, storage tanks,
pumps, motors, pipelines and other appurtenances whatever by appropriate deed, bills of sale or
other documents and own the same rather than acquire and operate the same on a lease arrangement.
We hereby certify that these revised By-Laws of Panorama Hills Water Co, were approved at a meeting
of the members, following due and proper notice, on the 3rd day of March, 2023, at Idaho Falls,
Idaho, 83401, at the hour of 6:30 p.m.
Dated this 3rd day of March, 2023.
Panorama Hills Water Company Board Members
Jud Etheredge, President Melinda Haban, Treasurer
Bill Fringley, Vice-President Ashley Baird, Secretary
Chris Haban, Member at Large