Bylaws | Orchard City Irrigation District

Article I - Name

This District shall be known as "The Orchard City Irrigation District".

Article II - Board of Directors

Section 1. District Powers.

The District powers shall be exercised by a Board of Directors composed of five qualified landowners, who shall have been duly elected as Directors of the District.

Section 2. Powers of the Board of Directors.

The Board of Directors shall exercise the following powers:

To manage, maintain, operate, build, construct, alter, repair or supervise any and all dams, ditches, canals or other rights or property owned by the District.
To levy assessments at such times and in such amounts as to the Board shall deem necessary.
To issue notes, bonds, debentures, mortgages, trust deeds or any other instruments including instruments necessary to pledge, hypothecate or assign any or all of its reve?ues. In the event of any bond or in the event of a promissory note or other such instrument of debt in the amount of more than $20,000.00, such transaction must be approved by the qualified landowners as provided by law.
To have general supervision of the affairs of the District.
To call meetings of the qualified landowners whenever they deem it necessary, giving notice as provided in paragraphs 2 and 4 of Section 5 herein, and they shall call meetings of the qualified landowners at any time upon a written request of persons representing either one-third of the acreage of the qualified landowners within the District or one-third of the qualified landowners within the District.
To appoint and remove at will employees and agents of the District, prescribe their duties, fix their compensation and require them from security for the faithful performance of their duties.
To make rules and regulations not inconsistent with the laws of the State of Colorado or the act of incorporation of these bylaws (1) for the guidance of the officers and management of the affairs of the District and (2) for such other purposes as may be required for the benefit of the District and the qualified landholders. The record of the rules and regulations shall be kept up to date and shall be available for inspection by any qualified landholders.
To levy, assess and collect assessments upon the lands in said District annually to meet the maintenance, operating and current expenses of the District and to discharge any contract with the United States in accordance with the Federal Reclamation Laws and the public notices, orders and regulations issued thereunder and in compliance with any contracts made by the United States with any owners of said lands and in accordance further with the contracts between the District and the United States.
To select and designate, from time to time by resolution, the depository wherein the Treasurer shall be required to deposit and keep all moneys belonging to the District.
To acquire by use, appropriation, purchase or condemnation, property or rights of any kind, including rights of way, canals, dams, or reservoirs, either projected, partly constructed or constructed, or the part or whole of any contemplated, projected, partly completed system of irrigation or water works, water rights, or any other property or right necessary or useful for carrying out the objects of said irrigation District.
To contract for the annual rental of any water available for use in said District, provided such contract shall not interfere with the rights of any qualified landowner within said District to first use waters available for irrigation within the said District; and further provided that all water rental contracts shall require full payment of rental charges before delivery of water shall be made thereunder.
To require qualified landowners within the District to pay in advance of the delivery of water in any year such toll or other charges as the Directors may deem necessary for the purpose of raising revenue to meet the obligations and expenses of said District for said year including any bond payment, principal or interest or contract payments to the United States.
The above enumeration of powers is descriptive only and not exclusive and in addition to such powers said District shall full right, power and authority to do any and all acts conferred by law.

Section 3. Duties of the Board of Directors

It shall be the duty of the Board of Directors:

To cause to be kept a complete record of all their meetings and acts, also of the proceedings of the qualified and owners, present a full statement at the regular annual meeting of the qualified landowners, showing the assets and liabilities of the District, and generally the condition of its affairs. A similar statement shall be presented at any other meeting of the qualified landowners when thereto previously requested by persons representing either one-third of the acreage of the qualified landowners within the District or one-third of the qualified landowners within the District.
To supervise all the acts of the officers and employees, require the Secretary and Treasurer to keep full and accurate books and accounts, and to prescribe the form and mode of keeping such books.
To obtain an independent audit of all accounts of the District as required by law.
To review and adjust all bills and accounts against the District. To authorize the Secretary and one Board member to issue a check for payment of any bill less than $2,000.00 provided however, that such payment shall in all events be reviewed thereafter by the Board of Directors at its next meeting following the issuance of the check. Any check or payment made for $2,000.00 or more must be approved before its issuance by the Board of Directors.
The Board of Directors may be entitled to a per diem payment and associated travel expenses for each meeting attended outside of Delta County on behalf of the District. The amount of such per diem entitlement and travel reimbursement shall be established by the qualified landowner of O.C.I.D. and shall only be changed thereafter by the qualified landowners of O.C.I.D.
The Board of Directors shall fix the compensation of the Superintendent, Secretary and other appointees of the Board.
To review and act on the application of any qualified landowner seeking to withdraw his land from the District, or seeking to include his land in the District as long as the District does not exceed 2760 acres.

Section 4. Qualifications for Board of Directors

Each Director must (a) be a qualified landowner within the District as reflected on the books of the District in his individual name or (b) be
1. An appointee of a corporation, which is a qualified landowner in the District;
2. A partner of a partnership, which is a qualified landowner in the District; or
3. A member of a limited liability District or limited liability partnership owning a stock of the corporation, which is a qualified landowner within the District.
No more than one individual per corporation, partnership, or limited liability District or limited liability partnership can serve on the Board of Directors at any one time.
Each Director of the Board shall execute an official bond in the amount of $3,000.00 which shall be approved by the County Judge, Delta County, Colorado and recorded in the Office of the Delta County Clerk and Recorder. The District shall pay the cost of the bond and all recording costs of such bond.

Section 5. Election of Board of Directors.

The election of Directors, provided for in Section 1 of Article I I, shall be held in January of each year at the annual landowner's meeting on a date as determined by the Board of Directors.
The election for Directors shall be held at such location in Delta County, Colorado, as designated by the Board of Directors and public notice of the time and place of holding such election shall be published not less than thirty days previous thereto, in one of the weekly newspapers printed in the said Delta County, Colorado. This election shall be made by such of the qualified landowners as shall attend for that purpose, either in person or by proxy.
At such meeting, the qualified landowners shall proceed to nominate the number of Directors to be elected, each qualified landowner having the right to nominate. The election shall be by ballot which shall contain the name of the person for whom the ballot is cast, the name of the voter and, if by proxy, the name of both the qualified landowner and proxy and the number of votes cast. Each qualified landowner may cast as many votes as he has in acres of land or portions thereof within the District. Such votes may be cast all for one candidate or, if there is more than one board vacancy to be filled, the qualified landowner may use his votes totally for each of the candidates. The persons receiving the greatest number of votes shall be Directors. The President of said meeting shall appoint at such meeting for the election of Directors three disinterested persons to act as tellers, who shall receive and count the votes cast and announce the to the President.
In addition to the published notice required in Section 2 of this Article, a written notice to each qualified landowner shall be mailed at least thirty days before such meeting, signed by the President or Secretary, stating the time and object of said meeting, by delivering personally or depositing in the post office address to his last known post office address.

Section 6. Board of Directors - Terms of Office.

Each Director shall be elected to a three-year term of office unless other provided by statute. For purposes of this section the ending date of the term of office of each member of the present Board of Directors is as follows:

Director I (Gage): Term Expiration January 2013
Director II (Wick}: Term Expiration January 2011
Director III (Kirkpatrick): Term Expiration January 2011
Director IV (Buhrdorf): Term Expiration January 2012
Director V (Thomas): Term Expiration January 2012

Section 7. Officers of the Board of Directors.

The Directors shall elect one of their number as President and one of their number of Vice-President, who, together with the remaining Directors, shall constitute the "Board of Directors". The Board shall appoint a Secretary/Treasurer and a superintendent who need not be members of the Board.
Duties and Powers of the President. The President shall preside at all meetings of the qualified landowners and directors; sign notes and contracts of the District, may call special meetings of the qualified landowners, and shall do so on request of a majority of the Directors or upon a written request of persons representing one-third of the acreage of qualified landowners within the District; shall exercise supervision and authority in cases not provided for by bylaws or resolution; and shall cause the accounts of the District to be independently audited as provided by law.
Duties and Powers of the Vice President. The Vice President shall perform the duties and exercise the authority of the President in case of the inability or refusal of the President to act.
Duties and Powers of the Secretary/Treasurer. The Secretary/Treasurer shall keep the minutes of all qualified landowners and Directors' meetings; attest by his/her signature and affix the district seal to all contracts and conveyances requiring the same; keep an accurate ledger of all qualified landowners and other books of account of the business of the District; collect assessments and other sums due the District.

The Secretary/Treasurer shall safely keep all money and funds of the District and disburse the same only as directed by the Board of Directors or its designee as provided paragraph 4, Section 3 herein; he/she shall keep an accurate account of all money received and disbursed and report the same to the qualified landowners at each annual meeting and to the Board of Directors at least monthly in such form as directed by the Board of Directors.
Superintendent. The Superintendent, who shall not be deemed to be an officer of the District, shall have the management of the Ditch of the District and of the distribution of water therein. At the discretion of the Board of Directors the Superintendent may be authorized to incur debt on behalf of O.C.I.D. for routine expenses incurred in his management of the ditch nan amount of up to $2,000.00 provided however that such expenditure shall be reported immediately to the Treasurer and which expense shall be reported by the Treasurer as provided at Paragraph 4 Section 7.

Section 8. Meetings of the Board of Directors

The Board of Directors shall meet at least four times per year on the call of the President or of a majority of the Board of Directors. Notice of such meetings shall be given as provided by law. At least one of those meetings must be for the purpose of setting a budget for the fallowing year. The time and notice provisions for such budget meeting shall be as prescribed by statute.
A majority of the Board of Directors shall constitute a quorum for the transaction of business.
Any special meetings of the Board must be preceded by at least five days notice. The call for such meeting must state specifically the business to be transacted.
All meetings shall be held within Delta County, Colorado.

Section 9. Vacancies on the Board of Directors

In case any vacancy shall happen among the Directors, by death, resignation or otherwise, it shall be filled by the Board of Directors for the remainder of the term for which that previous Director had been elected.

Section 10. Identification.

Orchard City Irrigation District agrees to indemnify or reimburse all officers, directors and the superintendent for any and all costs, attorney's fees, expenses and amounts of any judgment and interest thereon incurred by said officers, directors or superintendent and arising out of their conduct relating or connected to any decision, acts or failure to act as an officer, director or superintendent of the District. The organization may undertake the defense of any such officer, director or superintendent, or said officer, director or superintendent may obtain counsel of his own choice, with the approval of the Directors. This indemnification provision shall not pertain to or cover any willful or malicious acts, intentional torts, or matters as to which the officer, director or superintendent is adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in performance of duty to the District.

Article III - Assessments

Section 1. Assessments

The Board of Directors shall at their annual budget meeting determine the assessment for the ensuing year and levy the same, as provided for in Article II, Section 2, and said assessment shall become due prior to the date when the irrigation water of the District is provided to the landowners. The Secretary shall give written notice to each qualified landowner of the amount of each assessment and the time when the same will be due, which notice shall be given by delivering the same personally to such qualified landowner or mailing the same to the address of the qualified landowner as shown by the books of the District.

Certificate

I hereby certify that the foregoing Bylaws, consisting of seven (7) pages, including this page, constitute the Bylaws of Orchard City Irrigation District as of ________ , 2010.