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HomeMy WebLinkAbout06-26-1950 Regular MeetingMINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS OF THE WATER WORKS AND SEWER BOARD OF THE CITY OF FAIR PE HELD ON THEat DAY OF1950 , The following were present at the meeting: I v • d1a being all of the members of the board directors of the corporation. acted as chairman of the meeting nd 4,acted as secretary thereof. The chairman announced that a waiver of notice of the time, place and purpose of the meeting had been signed by all members of the board of directors, and, since a quorum was present, that the meeting was open for the transaction of business. Upon motion duly made, seconded and unanimously carried the said waiver was ordered spread upon the minutes of this meeting at the end thereof. The chairman reported to the meeting that the certificate of incorporation of the corporation was filed, for record in the office of the Judge of Probate of Baldwin County, Alabama, on the 30th day of May, 1950, at 3:00 o'clock, P.M. Upon motion duly made, seconded and unanimously carried, it was ordered that the re- corded copy of the certificate of incorporation be in- serted in the minute book of the corporation. The chair- man further reported that the members of the board who were present at this meeting had been duly elected as such by the mayor and city council of )sai city, at a meeting thereof held on the. day , 1950. - 2 - Proposed by-laws for tine corporation were then presented and read. Thereupon the following resolution was introduced and, being duly seconded, was unanimously adopted by the votes of all members of the board of directors: RESOLVED that the by-laws for this corporation as presented at this meeting be and the same hereby are adopted and the same are hereby ordered inserted in the minute book of the corporation following the end of the minutes of this meeting. The chairman then stated that it would be proper for the corporation to complete its organization by the election of a chairman of the board of directors, a vice chairman and a secretary and treasurer of the corporation. Thereupon the following resolution was introduced and, being'duly seconded, was unanimously adopted by the votes of all members of the board of directors: RESOLVED that the board of directors of this corporation proceed to elect a chairman, vice chairman and a secretary and treasurer of the corporation. Thereupon the following were duly nominated and unanimously elected to the respective offices set opposite their names: of 7n 4�� 441, jAt `MAA yV&4;-t, 'YrlJP04_,(_ Chairman Vice Chairman Secretary Treasurer The following resolution was then introduced and, being duly seconded, was unanimously adopted by the votes of all members of the board of directors: RESOLVED that the seal of the corporation, an impressionof which is made on the margin �i•�Ky hereof, be and the same is hereby adopted as the official seal of this corporation. =_ a, - 3 - There being no further business to come before the meeting the same was on motion duly adjourned. Chairman Secretary WAIVER OF NOTICE The undersigned, constituting all the members of the Board of Directors of The Water Works and Sewer Board of the City of Fairhope, an Alabama, corporation, do hereby waive notice of the time, place and purpose of the first meeting of said Board of Directors of said corporation called to be held in said city on the C day of , 1950. - 4 - BY-LAWS OF THE WATER WORKS AND SEWER BOARD OF THE CITY OF FAIRHOPE w SEAL 1. The corporate seal shall have ` inscribed thereon the name of the corpora- tion and the words "CORPORATE SEAL«. � t DIRECTORS 1. The property and business of this corporation shall be managed by its board of directors, consisting of three members who shall be duly qualified electors of and prop- erty owners in 4Azk .aA , Alabama shall not be officers thereof, and shall be elected by the governing body thereof. The initial term of the members of the board shall be as follows; one shall be for two years, one shall be for four years, and one shall be for six years. After the respective expirations of said initial terms, the terms of the members shall each`be six years. Any vacancy in the membership of the board shall be filled by elec- tion of the said governing body. 2. The directors may hold their meet- ings and have one or more offices and keep the books of the corporation at such places as they may from'time to time determine. 3. In addition to the powers and au- thorities by these by-laws expressly conferred upon it, the board of directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws denied to them. 4. The members of the,board of directors shall be reimbursed for all actual expenses in- curred by them in and about the performance of their duties hereunder, and they may each be paid a director's fee of w10.00 for each meeting of the board of directors attended by them not ex- ceeding one meeting during each calendar month. MEETINGS OF THE BOARD OF DIRECTORS 1. Regular meetings of the board may be held without notice at such time and place as shall from time to time be determined by the board. 2. Special meetings of the board may be called by the chairman on one dayts notice to each member of the board. Special meetings may be called by any two members of the board upon one days notice to each member of the board. .40 -"'Z f — 5 — 3. At all meetings of the board, a majority thereof shall be necessary and suffi— cient to constitute a quorum for the trans— action of business, and the act of a majority of the members of the board present at any meeting at which there is a quorum shall be the act of the board. OFFICERS 1. The officers of the corporation shall be chosen by the board of directors and shall consist of a chairman of the board, a vice chairman of the board, a secretary of the corporation, and a treasurer of the corporation. The chairman and vice chairman of the board must be members of the board, and said offices shall not be held by the same member. The secre— tary and the treasurer of the corporation need not be members of the board and said offices may be held by the same person. 2. The board may appoint such employees and agents as it may deem necessary, who shall hold their offices for such terms and shall exer— cise such powers and perform such duties as shall be determined from time to time by the board. 3. The salaries of all employees and agents of the corporation shall be fixed by the board. J+. The officers of the corporation shall hold office until their successors are chosen and qualified in their stead. Any officer elected or appointed by the board may be removed at any time by the affirmative vote of a majority of the whole board. CHAIRMAN OF THE BOARD 1. The chairman of the board shall be the executive officer of the corporation. He shall preside at all meetings of the board and see that all orders and recommendations of the board are carried into effect. He shall execute all contracts of the corporation. THE VICE CHAIRMAN 1. The vice chairman of the board shall have the same powers and duties as the chairman except that he shall preside at meetings of the board only in the absence of the chairman. THE SECRETARY 1. The secretary of the corporation shall attend all sessions of the board and record the minutes of all proceedings thereof in a book to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the board. He shall keep in safe custody the seal of,the- corporation and, when authorized by -the board, -shall — 6 — affix the same to any instrument requiring it and shall attest it. He shall perform such other duties as may be prescribed by the board. THE TREASURER 1. The treasurer of the corporation shall be the custodian of all funds of the corporation and shall withdraw and expend the same from time to time as may be authorized by the board. He shall perform such other duties as may be prescribed by the board. DUTIES OR OFFICERS MAY BE DELEGATED I. In case of the absence of any officer of the corporation, or for any other reason that the board may deem sufficient, the board may delegate, for the time being, the powers and duties, or any of them, of such officer to any other officer, provided that a majority of the entire board concurs therein. CHECKS 1. All checks or demands for money or notes of the corporation shall be signed by such officer or officers as the board may from time to time designate. FISCAL YEAR 1. The fiscal year shall begin on Octo- ber 1 and end on September 30. NOTICES 1. Whenever under the provisions of these by-laws notice is required to be given to any director, such notice must be given to hi i"7aybe-lgiven pers n unless he is absent from the &r& 17 , Alabama, in which event such r(o ce by registered letter or by tele- gram. 2. Any director may waive any notice required to be given under these by-laws, either before or after the meeting of which notice is required to be given. AMENDMENTS 1. These by-laws may be altered or amend- ed by the affirmative vote of a majority of the members of the board at any regular meeting of the board or at any special meeting of the board if notice of the proposed alteration or amendment be contained in the notice of such meeting. The Waterworks Board of the City of Fairhope in consideration of the sum of One (41.00) Dollar to it in hand paid by the City of,Fairhope, does hereby transfer and assign to the City of Fairhope the contract of the Waterworks Board with M. Dyson, and as well the pump house constructed there- under. IN WITNESS WHEREOF the Waterworks Board of the City of Fairhope has caused these presents to be executed by R. Roy Moyers, chairman of its board of directors. This the 14th day of May, 1952. Waterworks Board of the City of Fairho By ✓ hairman The Waterworks Board of the City of Fairhope in consideration of the sum of One (4*'L.,')O) Dollar to it in hand paid by the City of Fairhope, does, hereby transfer and assi-n to the City of Fairho;,e the coritr_,i-ct of the Waterworks Board .1 with 1. Dyson, and as well the pump house constructed there- under. IN WITNESS WHEREOF the Waterworks board of the City of Fairhope has caused these presents to be executed by R. Roy �,'oyers, chairman of it,-, board of directors* This the 14th day of May, 1952. Waterworks Board of the City of Fairhope By Chairman The Waterworks Board of the City of Fairho�,e in consideration of the sum of One ($1.00) Dollar to it in hand paid by the City of Fairhope, does hereby transfer and assign_ to the City of Fairhope the vithin contract of the Waterworks Board with Layne Central Company, including any and all right to the well constructed thereunder. In witness whereof the Waterworks Board of the City of Fairhope has causes these presents to be executed by R. Roy T'.'oyers its chairman of the Board of Directors. This the 14th day of May, 1952. Waterworks Board of the City of By W40- - The Waterworks Board of the City of Fairhope in consideration of the sum of One ($1.00) Dollar to it in hand paid by the City of Fairhope does hereby transfer and assign to the City of Fairhope the ithin contract of the lv,;'aterworks Board with Layne Central Company, including any and all right to the well constructed thereunder. In witness whereof the 'r.'aterviorks Board of the City of Fairhope has causes these presents to be executed by R. ,I Roy Moyers its chairman of the Board of Directors. This the 14th day of Tay, 1952. ':'aterworks Board of the City of Fairhope, By rhairman