Chapter 455

2007 -- S 1040

Enacted 07/05/07

 

A N A C T

RELATING TO THE GLENDALE ASSOCIATION, INC.

          

     Introduced By: Senators P Fogarty, C Levesque, Tassoni, Connors, and Gallo

     Date Introduced: May 22, 2007

     

It is enacted by the General Assembly as follows:

 

     SECTION 1. The act entitled "An Act to Incorporate Glendale Association, Inc." passed

at the January session 1956 and all amendments related thereto are hereby repealed in their

entirety.

     SECTION 2. An act entitled "An Act to Incorporate the Glendale Water Association,

Inc." is hereby enacted to read as follows:

     I. ESTABLISHMENT.

     A. Incorporation. Within the boundaries and encompassing the properties described

below, there is hereby established a corporation incorporated as a quasi-municipal corporation

under the name of the "Glendale Water Association, Inc." ("Corporation").

     B. Purpose. The corporation is incorporated for the purpose of securing and maintaining

a supply of water and supplying water for firefighting, domestic and commercial use, both within

and without the service area boundaries of the Corporation, and for such other purposes as may

be deemed necessary, appropriate, or incidental to the foregoing.

     C. Powers. The corporation shall have a common seal, may sue and be sued, and enjoy

the other powers generally incident to a quasi-municipal corporation, including the following:

     1. To procure, distribute, and sell water within or without the service area boundaries of

the corporation, and to regulate the use of said water.

     2. To obtain, own, lay, establish, operate, maintain, repair, improve, enlarge, and/or

extend any pipe, conduit, fire apparatus, building, facilities, or property of any kind in order to

carry out the purposes of the corporation.

     3. To acquire, hold, use, lease, sell, transfer and/or dispose of any property, real, personal

or mixed, or any interest therein for its corporate purposes, and to mortgage, pledge, or lease any

such property.

     4. To make bylaws for the management and regulation of its affairs.

     5. To borrow money for any of its corporate purposes, including the creation and

maintenance of working capital, and to issue negotiable bonds, notes, or other obligations and to

fund or refund the same.

     6. To contract in its own name for any lawful purpose deemed necessary to carry out the

purposes of the corporation.

     7. To execute all instruments necessary to carry out the purposes of the corporation.

     8. To enter into cooperative agreements with cities, counties, towns, private water

companies, or water or fire corporations within or without the service area boundaries of the

corporation for the interconnection of facilities, acquisition or sale of water, or to provide or

obtain an alternative supply of water in an emergency or for any other lawful corporate purposes

necessary or desirable to carry out the purposes of the corporation.

     9. To fix rates and collect charges for the use or expansion of the facilities of or services

rendered by or for any water supplied by the corporation, such as to provide revenues sufficient at

all times to pay, as the same shall become due, the principal and interest on the bonds of the

corporation, together with the maintenance of proper reserves therefore, in addition to paying, as

the same shall become due, all operating expenses of the corporation together with proper

reserves for depreciation, maintenance, expansion, and contingencies and all other obligations

and indebtedness of the corporation.

     10. To exercise the power of eminent domain in the same manner prescribed pursuant to

Rhode Island general laws section 39-15-1, et seq., or Rhode Island general laws section 24-1-1,

et seq., in order to acquire property for the purposes of the corporation.

     11. To do all things necessary or convenient in order to carry out any and all express or

implied purposes and powers of the corporation granted under this charter.

     D. Boundaries. The corporation shall have the boundaries as set forth below and as the

same may be amended from time to time:

     All those properties shown on a plan entitled "Roads, New Village, Glendale, Burrillville,

Rhode Island, May, 1955," filed with the town council of the town of Burrillville with a certain

petition dated May 25, 1955 signed on behalf of the Harrisville Company, and numbered on said

plan as follows: 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 27,

28, 29, 32, 33, 34, 35, 36, 37, 39, all of which are now or were formerly furnished with water by

the corporation, and including the public and private streets, roads, and rights-of-way abutting

said properties.

     II ELECTORS AND MEETINGS

     A. Electors. The owner of record of each of the properties described herein comprising

the corporation, or his or her duly authorized designee, shall be the electors of the corporation and

shall be eligible to vote and act at any annual or special meeting of the corporation, provided that

if there is more than one owner of record, each owner shall be entitled to a fractional vote equal to

such owner's percentage ownership interest in said property, and excluding as electors any

owners of property that is not supplied water by the corporation.

     B. Annual Meeting. The annual meeting of the corporation shall be held on the first

Thursday in April of each year, at such time and place as shall be designated by the board of

directors.

     C. Notice. All meetings, whether annual or special, shall be held at some suitable place

within or without the service area boundaries of the corporation. All such meetings shall be

publicized by written notice mailed or delivered to all electors of the corporation not less than one

week prior to the date on which such meeting is called. The notice shall set forth the date, time,

and place of the meeting and the purpose thereof. It shall be the duty of the secretary, or such

other person designated by the board of directors, to call a special meeting upon written

application signed by five (5) or more electors of the corporation having at least five (5) full votes

in the aggregate or upon the order of the board of directors.

     D. Voting List. The voting list to be used at any annual or special meeting shall be

prepared by the secretary and approved by the board of directors not more than forty-five (45)

days nor less than fourteen (14) days before the date of any such meeting. In preparing the

corporation voting list, the board of directors, sitting as the board of canvassers, shall canvas and

correct the corporation voting list based on the record owners of the properties within the service

area boundaries of the corporation as recorded in the town of Burrillville land evidence records.

Any elector may designate a proxy to vote on his or her behalf, provided that the authorization is

in writing, duly notarized, and described the name and address of the person designated to vote on

the elector's behalf, which said person must be at least eighteen (18) years of age. The board of

directors shall review any proffered proxy authorization and rule whether the proxy is authorized

to vote on the elector's behalf, which said determination shall be final and conclusive.

     E. Quorum. Five (5) or more electors of the corporation having at least five (5) full votes

in the aggregate shall be deemed to constitute a quorum for any meeting.

     III. BOARD OF DIRECTORS

     A. Selection and Qualifications.

     1. Except as otherwise provided herein, all the powers of the corporation shall be vested

in and exercised by a board of directors elected by the electors of the corporation and consisting

of five (5) members who shall be residents and electors of the corporation and chosen by a

majority vote of a quorum of members at each annual meeting, and shall hold office for the term

of one (1) year or until a successor shall be duly elected and qualified.

     2. Any vacancy that my occur in the board of directors shall be filled by a majority vote

of the board, and the person so elected shall serve until the next annual or special meeting of the

corporation, at which time an election shall be held to fill the remainder of the unexpired term of

that member.

     3. Any elector of the corporation eighteen (18) years of age or older is qualified to serve

as a member of the board of directors.

     B. Meetings. The board of directors shall meet as often and conduct its meetings in such

manner as shall be set forth in bylaws promulgated by the corporation.

     C. Powers. The board of directors shall be responsible for the overall management of the

corporation. It shall have charge and control of all the property of the corporation and shall have

full authority to exercise all the powers and functions necessary to carry out the purposes and

day-to-day operations of the corporation. The board of director's responsibilities shall include the

following:

     1. To adopt an official seal of the corporation.

     2. To maintain an office at such place or places as it may determine.

     3. To make a full and complete report at each annual meeting of the corporation of the

operations and financial status of the corporation and such other events and transactions as it may

deem necessary and appropriate.

     4. To prepare and submit a proposed budget and water rate or other charges necessary to

carry out all operations of the corporation for approval by the electors of the corporation at the

annual meeting.

     5. To employ or appoint legal counsel, financial advisors and such other experts,

engineers, agents, accountants, clerks, and other consultants and employees as it deems

reasonably necessary to properly carry out the business and affairs of the corporation.

     6. To act as the board of canvassers for the corporation and prepare the voting list to be

used at any annual or special meeting of the corporation.

     7. To make appointments to fill any vacancies on the board of directors until the next

annual or special meeting of the corporation.

     8. To generally do all things necessary, convenient or desirable for carrying out the

purposes and day-to-day operations of the corporation or exercising the powers expressly granted

to the corporation or necessarily implied in this charter, provided that setting the annual budget,

fixing water rates and other charges, borrowing money, promulgating bylaws, exercising the

power of eminent domain, or authorizing the merger or acquisition of the corporation are acts

which require the approval of the electors of the corporation.

     D. Officers. The corporation may provide pursuant to bylaws promulgated by the

corporation for the establishment and election of such officers of the board of directors and/or of

the corporation and for the specification of the duties thereof as is deemed necessary to carry out

the business and affairs of the corporation; provided, that there shall be a chairperson, vice

chairperson, secretary and treasurer.

     IV. PROVISION OF WATER

     A. Supply and Distribution. The corporation is expressly authorized to obtain and

maintain a supply of water for the extinguishing of fire and for distribution within the service area

of the corporation for domestic use and for other purposes, and may obtain that water by the

establishment of its own works, or by contracting for it, or in any other manner that the

corporation may deem necessary and proper, and not inconsistent with law. The corporation may

also furnish water outside of the service boundaries of the corporation.

     B. Exclusive Right to Distribute. The corporation shall have the exclusive right to

distribute and charge a fee for any water or supply of water it procures or obtains and may

regulate the distribution and use of such water and maintain an action for any use, distribution, or

sale of such water without the approval or authorization of the corporation.

     C. Mandatory Connection and Use of Water. To ensure the fiscal integrity of the

corporation, all property owners in the service area boundaries of the corporation currently

connected to the corporation water system are required to maintain and continue the connection to

and use of water supplied from the corporation water system and to timely pay all charges impose

for water supplied and for the use, operation and maintenance of the corporation water system.

Any property owner who fails or refuses to comply with the provisions of this paragraph is

subject to the imposition of a fine by the board of directors of up to one hundred ($100.00) dollars

per day. The corporation is entitled and empowered to seek injunctive relief to enforce this

provision and shall be entitled to an award of attorney's fees and costs incurred to successfully

obtain such relief.

     D. Water Rates and Charges.

     1. The corporation is expressly authorized and empowered to fix, revise, charge, collect

and abate fees, fines, rates, rents, assessments, delinquency charges and other charges for water,

and other services, facilities and commodities furnished or supplied by it including fines or

penalties for violations of such bylaws relative thereto as the corporation may from time to time

promulgate pursuant to this charter. Fees, fines, rates, rents, assessments, delinquency charges

and other charges of general application shall be adopted and revised by the corporation in

accordance with procedures to be established by the corporation for assuring that interested

persons are afforded notice and an opportunity to present data, views and arguments.

     2. Such fees, rates, rents, assessments and other charges may be based on the quantity of

water used or the number and kind of water connections made, or the number and kind of

plumbing fixtures installed on the estate, or upon the number or average number of persons

residing or working in or otherwise connected with the estate, or upon any other factor affecting

the use of or the value or cost of the water and water facilities furnished, or upon any combination

of these factors.

     3. The fees, rates, rents, assessments and other charges established by the corporation in

accordance with this charter shall be so fixed and adjusted in respect to the aggregate thereof so

as to provide revenues at least sufficient: (a) to pay the current expenses of the corporation, (b) to

pay the principal of, premium, if any, and interest on bonds, notes, or other evidences of

indebtedness issued by the corporation under this charter as the same become due and payable,

(c) to create and maintain such reserves as may be reasonably necessary for depreciation,

maintenance, expansion, and contingencies and all other obligations and indebtedness of the

corporation, (d) to provide funds for paying the cost of all necessary repairs, replacements and

renewals of the water system, and (e) to pay or provide for any amounts which the corporation

may be obligated to pay or provide for by law or contract, including any resolution or contract

with or for the benefit of the holders of its bonds and notes.

     E. Water Charges as Lien. In order to provide for the collection and enforcement of the

fees, fines, rates, rents, assessments and other charges imposed by the corporation in accordance

with this charter, the corporation is hereby granted all the same powers and privileges as that are

held by a town with respect to the collection and enforcement of liens for unpaid taxes. The

owner of any house, building, tenement, or estate shall be liable for the payment of the fees, fines,

rates, rents, assessments and other charges fixed by the corporation for the use or provision of

water furnished by the corporation to the owner or occupant of the house, building, tenement, or

estate; and the fees, fines, rates, rents, assessments and other charges shall be a lien upon the

house, building, tenement, or estate in the same way and manner as taxes assessed on real estate

are liens, and, if not paid as required by the corporation, shall be collected in the same manner

that taxes assessed on real estate are by law collected; provided, however, that the corporation

may charge interest on delinquent payments at a rate of not more than eighteen percent (18%) per

annum, all in accordance with Rhode Island general law 39-15-12.

     F. Water Shut Off for Nonpayment. In addition to the other enforcement powers and

remedies provided in this charter, if any fees, fines, rates, rents, assessments or other charges

billed by the corporation remain unpaid for a period of more than sixty (60) days from the due

date thereof, the corporation shall have the power and is hereby authorized, after providing

appropriate prior written notice in a form, manner and time frame prescribed in bylaws

promulgated by the corporation, to shut off the supply of water to the subject premises until said

fees, fines, rates, rents, assessments or other charges and penalties are paid, together with interest

thereon at the applicable rate along with the standard charge of the corporation for restoring water

service to the premises.

     G. Costs of Collection. In addition to any other sums to which it may be entitled in

accordance with this charter and applicable law, in any action or proceeding to collect taxes

assessed or fees imposed in accordance with this charter, the corporation shall be entitled to also

collect the reasonable costs of collection, including attorneys' fees.

     H. Public Customers Non-Discrimination. The corporation shall charge any city,

county, town, or water or fire district for the use of any facility of or services rendered by or any

water supplied to it by the corporation at rates applicable to that charged by the corporation to

other consumers for such facilities used, services rendered, or water supplied.

     I. Not Public Utility. Notwithstanding the definition set forth in Rhode Island general law

section 39-1-2(20), and as the same may be amended from time to time, the corporation shall not

be considered a "public utility" otherwise subject to regulation in accordance with applicable law,

as long as the price charged to any customers outside the service area boundaries of the

corporation per unit of water is not greater than the price charged to corporation electors for the

same unit of water.

     V. BONDS AND OTHER OBLIGATIONS

     A. Power to Issue Bonds and Other Instruments of Indebtedness. The corporation shall

have the power and authority to issue bonds and any other instruments of indebtedness and to

secure the payment of the same in any manner and subject to such terms and conditions as may be

deemed necessary and appropriate and set forth in the resolution authorizing said bonds or other

instruments of indebtedness. The board of directors shall authorize the issuance of any bonds or

other instruments of indebtedness in a resolution, which shall thereafter be approved by the

electors of the corporation at any annual or special meeting. Any bonds or other instruments of

indebtedness shall be signed by the officer designated in the resolution authorizing the same and

shall bear the seal of the corporation or a facsimile thereof.

     B. Limitation on Alteration of Powers of the Corporation. The state does hereby pledge to

and agree with the holders of the bonds and other instruments of indebtedness of the corporation

now or hereafter issued that the state shall not limit or alter rights hereby vested in the corporation

until the bonds or other instruments of indebtedness, together with interest thereon, and all costs

and expenses in connection with any actions or proceedings by or on behalf of the holders

thereof, are fully met and discharged or otherwise fully provided for.

     VI. EMINENT DOMAIN

     A. Authorization to Take Private Property. In order to carry out the purposes of this

charter, the corporation shall have and enjoy all the authority and power conferred by the

provisions of Rhode Island general laws section 39-15-1, et seq., entitled "Water Supply," as the

same may be amended from time to time; or, in the alternative, the corporation may elect to

utilize the procedures for condemnation set forth in Rhode Island general laws section 24-1-1, et

seq., entitled "Laying Out and Taking by Cities and Towns," as the same may be amended from

time to time. When utilizing the condemnation procedures pursuant to either of the foregoing

provisions, the corporation shall have all the authority and power of and be subject to all the

duties and liabilities imposed upon electors of towns or town councils by said provisions.

     B. Installation and Maintenance of Pipes and Other Apparatus. The corporation may,

within and without the service area boundaries of the corporation and within the limits of the

town of Burrillville, and without the consent of the town, install, make, construct, and maintain

hydrants, pipes, aqueducts, conduits, machinery, or other equipment or appliances, or authorize

the same to be done, and regulate the use thereof to the extent deemed necessary or appropriate to

carry out the purposes of the corporation. The power conferred upon the corporation by this

provision shall include the authority to carry any works to be constructed over or enter upon and

excavate under any highway, turnpike, railroad, street, or other public way for the purpose of

locating, laying, constructing, building, installing, operating, maintaining, altering, repairing or

replacing any pipes, appliances or other such apparatus, upon or beneath the surface, in such a

manner so as not to permanently obstruct free travel thereon. In exercising the power granted

under this provision, the corporation shall, except in emergencies, provide advance notice to and

otherwise cooperate and coordinate with the town to ensure that any such installation or

excavation shall be carried out with reasonable dispatch and with as little interference with an

inconvenience to the rights of the public as may be feasible. The corporation shall restore any

highway, turnpike, railroad street, or other public way as near as may be to its original condition

of safety and utility after any such installation or excavation.

     VII. MISCELLANEOUS

     A. Tax Exemption. It is hereby declared that the corporation and the carrying out of its

corporate purposes are in all respects for the benefit of the people of the state, and for the

improvement of their health, safety, welfare, and prosperity, and that the corporation will be

performing essential governmental functions in the exercise of the powers conferred by this

charter. Accordingly, the corporation shall be required to pay no taxes or assessments or sums in

lieu of taxes to the state of any political subdivision thereof upon any of the property acquired by

it or under its jurisdiction, control, possession, or supervision or upon its activities or operations

or upon any earnings revenues, moneys, or other income derived by the corporation, and that the

bonds issued by the corporation and any income therefrom shall at all times be exempt from

taxation.

     B. Access to Records. The corporation shall maintain proper books of record of its

operations and activities which shall be kept by its proper officials, and any elector of the

corporation may inspect said books of record at reasonable times and upon reasonable notice.

     C. Bylaws. The corporation may enact any and all bylaws deemed necessary and

appropriate to carry out its purposes as provided in this charter; provided, that the same not be in

violation of or repugnant to this charter or any laws of this state.

     D. Acquisition or Merger. The property acquired by the corporation to carry out the

purposes of and all the rights and powers granted by this charter may at anytime be transferred by

the corporation, with or without consideration, to any fire, water or other district or any other

public entity ("acquiring entity") which is now or may hereafter be organized, and thereafter shall

be freely and absolutely held, used, possessed and enjoyed by said acquiring entity forever and

shall be conducted, operated and maintained by said acquiring entity in the manner and form

provided in the charter of said acquiring entity.

     E. Continuation of Corporation. Any act, resolution, contract, employment, and/or any

other obligation, matter, or thing undertaken or ongoing by the corporation in accordance with its

charter as originally granted, and as the same has been amended from time to time, shall be

deemed to be continued and in full force and effect under the terms of the charter as amended and

granted herein.

     F. Amendment. This charter may be amended by a majority of electors present and voting

at any annual or special meeting of the corporation, provided notice thereof states that

amendment to the charter shall be considered at such meeting. An amendment to the charter shall

be effective only upon passage of an act by the general assembly amending the charter in

conformity with such prior vote of the corporation.

     SECTION 3. This act shall take effect upon passage.

     

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LC03136

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