Bylaws

These Bylaws were ratified at the annual meeting of the shareholders on March 4, 2023.

AMENDED AND RESTATED BYLAWS

OF

DRY CREEK LATERAL DITCH COMPANY 

ARTICLE I – OFFICE 

      The principal office of the Corporation in the State of Colorado shall be located in Larimer County. The Corporation may have other offices, either in or outside the State, as designate by the Board of Directors or as required by the business of the Corporation. 

ARTICLE II - STOCKHOLDERS 

1. ANNUAL MEETING.

     The date of the annual meeting of the stockholders shall be set by the Board of Directors each year, but if the Directors do not otherwise specify, it shall be held during the month of March in each year, at a date and time specified in the notice of the meeting, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday the meeting shall be held on the next succeeding Saturday. 

2. SPECIAL MEETINGS.

      Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Directors, and must be called by the President at the request of the holders of not less than 25 per cent of all the outstanding shares of the Corporation entitled to vote at the meeting.  

3. PLACE OF MEETING.

      The Directors may designate any place within the State of Colorado, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the Directors. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either in outside the State unless otherwise prescribed by statute, as the place for holding the meeting.  In the case of an emergency, the Directors may also designate that the meeting take place via electronic means (video conference, conference call, or other widely available electronic means).  Any such designation will be included in the notice of the meeting along with instructions on how to participate electronically.

4. NOTICE OF MEETING.

      Written, printed or electronic notice stating the place or that it will be electronic, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 90 days before the date of the meeting, either personally, electronically or by mail by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at the stockholder’s address as it appears on the stock transfer books of the Corporation, with postage prepaid. If notice is given by electronic mail, such notice shall be deemed to be delivered when the electronic mail is delivered to the electronic network.

5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

      For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjourned meeting, or in order to make a determination of stockholders for any other proper purpose, the Directors may provide that the stock transfer books shall be closed for a stated period not to exceed 20 days. If the stock transfer books are closed for the purpose of determining stockholders entitled to vote at a meeting of stockholders, the books shall be closed for at least 20 days immediately preceding the meeting. In lieu of closing the stock transfer books, the Directors may fix in advance a date as the record date for determination of stockholders; the record date shall be not more than 20 days and, in case of a meeting of stockholders, not less than 10 days prior to the date on which the particular action requiring the determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, the date on which notice of the meeting is mailed shall be the record date for the determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, the determination shall apply to any adjournment of the meeting.  

6. VOTING LISTS.

      The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least 2 days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, or any adjourned meeting, arranged in alphabetical order, with the address and the number of shares held by each. The list shall be kept on file at the principal office of the Corporation for the 24-hour period prior to the meeting and for inspection by any stockholder at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and may be inspected by any stockholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to which stockholders are entitled to examine the list or transfer books or to vote at the meeting of stockholders.  

7. QUORUM.

      At any meeting of stockholders the majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares at the meeting may adjourn the meeting to a future date and time. Notice of the adjourned meeting shall be given to all stockholders not less than 10 days prior to the meeting in the manner specified above.

      The stockholders entitled to vote at the adjourned meeting shall be those entitled to vote at the original meeting. At the adjourned meeting at which a quorum shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

      The stockholders present at any duly organized meeting may continue to transact business until adjournment, even if enough stockholders have left the meeting to leave less than a quorum.  

8. PROXIES.

      At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by the stockholder’s authorized agent. Any proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. 

9. VOTING.

      Each stockholder entitled to vote in accordance with the terms and provisions of the Articles of Incorporation and these bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by a stockholder, except that in elections for directors the stockholders shall have the right to cumulate the stockholder’s votes. A fractional share shall be entitled to a fractional vote in the same amount as the fractional share. Upon the demand of any stockholder, the vote for Directors or on any question before the meeting shall be by ballot. Elections for Directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Articles of Incorporation or the laws of this State.

10.  ORDER OF BUSINESS.

The order of business at all meetings of the stockholders shall be as follows:

A. Determination of quorum.

B. Proof of notice of meeting or waiver of notice.

C. Reading of minutes of preceding meeting.

D. Reports of Officers.

E. Reports of Committees.

F. Election of Directors.

G. Unfinished Business.

H. New Business.  

11. INFORMAL ACTION BY STOCKHOLDERS.

      Unless otherwise provided by law, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote as of the date of the consent.  

12. MANNER OF ACTING.

      If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater proportion or number is otherwise required by statute, by the Articles of Incorporation, or by these bylaws. 

13. VOTING OF SHARES BY CERTAIN STOCKHOLDERS.

      Shares held in the name of another corporation or other entity may be voted by such officer, agent, or proxy as the bylaws of the corporation or the organization document of the other entity may prescribe, or, in the absence of any provision, as the board of directors of the other corporation or the authorized authority of another entity may determine.

      Shares held in the name of a deceased person, a minor ward, or an incompetent person may be voted by a personal representative, court-appointed guardian or conservator, either in person or by proxy without a transfer of the shares into the name of the personal representative, court appointed guardian or conservator.

      Shares held in the name of a trust may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by the trust without a transfer of the shares into the trustee’s name.

      Shares held in the name of a receiver may be voted by the receiver and shares held by or under the control of a receiver may be voted by the receiver without the transfer of the shares into the receiver’s name, if authority for voting is contained in an appropriate order of the court by which the receiver was appointed and a copy of the order is provided to the Secretary of the Corporation before or at the time of the meeting.

      A stockholder whose shares are pledged shall be entitled to vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

      Shares of stock held in co-tenancy by two or more persons shall be voted by only one individual as determined by the co-tenants; and the Corporation may rely on the vote of any one of the co-tenants whose name appears to correspond to the name of one of the co-tenants on the records of the Corporation.

      Neither shares of its own stock belonging to this Corporation, nor shares of its own stock held by it in a fiduciary capacity, nor shares of its own stock held by another corporation if the majority of shares entitled to vote for the election of Directors of that other corporation is held by this Corporation may be voted, directly or indirectly, at any meeting of the Corporation and shall not be counted in determining the total number of outstanding shares at any given time.

      Shares whose voting rights are vested in the Secretary or any other officer of the Corporation by agreement, court order or otherwise shall be voted by the Secretary as directed by the Board of Directors.

      Voting on behalf of a stockholder that is not an individual shall be allowed only upon presentation to and registration with the Corporation prior to or at a stockholders’ meeting satisfactory evidence that the individual is authorized to vote on behalf of the stockholder.  

14. VOTING BY BALLOT.

      Voting on any question or in any election may be by voice vote or show of hands unless the presiding officer shall order or any stockholder shall demand that voting be by ballot. 

ARTICLE III - BOARD OF DIRECTORS 

1. GENERAL POWERS.

      The business and affairs of the Corporation shall be managed by its Board of Directors. The Directors shall in all cases act as a board, and they may adopt those rules and regulations, for the conduct of their meetings and the management of the Corporation, that they may deem proper, not inconsistent with these bylaws and the laws of this State.  

2. PERFORMANCE OF DUTIES.

      A Director of the Corporation shall perform the Director’s duties as a Director, including the Director’s duties as a member of any committee of the board upon which the Director may serve, in good faith, in a manner the Director reasonably believes to be in the best interests of the Corporation, and with the care that an ordinarily prudent person in such a position would use under similar circumstances. In performing the Director’s duties, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (a), (b), and (c) of this Paragraph 2; but the Director shall not be considered to be acting in good faith if the Director has knowledge concerning the matter in question that would cause reliance to be unwarranted. A person who so performs the Director’s duties shall not have any liability by reason of being or having been a Director of the Corporation. Those persons and groups on whose information, opinions, reports, and statements a Director is entitled to rely upon are:

      a. One or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;

      b. Counsel, public accountants, engineers, or other persons as to matters which the Director reasonably believes to be within those persons’ professional or expert competence; and

      c. A committee of the Board upon which the Director does not serve, designated in accordance with the provision of the Articles of Incorporation or the bylaws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.  

3. NUMBER, TENURE AND QUALIFICATIONS.

      The number of Directors of the Corporation shall be six. Each Director shall hold office for a three-year term and until the Director’s successor shall have been elected and qualified.

A.  No Board member shall be eligible to become or remain a Director who is not a stockholder of the Corporation, except that a Director may qualify by reason of having been designated by an entity that is not an individual to represent a stockholder.

B.  When stock ownership is held jointly, only one of the joint members may be elected a Director.

C.  If a Director shall cease to be eligible to become or remain a Director by reason of any of these Bylaws, the Director may be removed by the vote of the majority of the Board of Directors and the vacancy thus created may be filled as provided in Section 11 of this Article. Nothing contained in this Article III shall affect in any manner the validity of any action taken at any meeting of the Board of Directors.  

4. REGULAR MEETINGS.

      A regular meeting of the Directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of stockholders. The Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than the resolution.  

5. SPECIAL MEETINGS.

      Special meetings of the Directors may be called by or at the request of the President or any two Directors. The person or persons who call any special meeting of the Directors may fix the place for holding the special meeting.  

6. NOTICE.

      Notice of any special meeting shall be given at least 5 days before the meeting by written notice delivered personally, by electronic mail, or by mail to each Director at the Director’s business address. If mailed, notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid. If notice is given by electronic mail, such notice shall be deemed to be delivered when the electronic mail is delivered to the electronic network. The attendance of a Director at a meeting shall constitute a waiver of notice of the meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  

7. QUORUM.

      At any meeting of the Directors the majority, or four directors unless there is a vacancy on the Board, shall constitute a quorum for the transaction of business, but if less than a majority is present at a meeting, a majority of the Directors present may adjourn the meeting to a future date and time. Notice of the adjourned meeting shall be given at least 5 days before the meeting in the manner specified above. 

8. MANNER OF ACTING.

      The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors.  

9. INFORMAL ACTION BY DIRECTORS.

      Any action required or permitted to be taken by the Board of Directors or by a committee of the Board at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or all of the committee members entitled to vote with respect to the subject matter.  

10. PARTICIPATION BY ELECTRONIC MEANS.

      Any member of the Board of Directors or any committee designated by the Board may participate in a meeting of the Board of Directors or committee by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. A member’s participation shall constitute presence in person at the meeting. The Board of Directors or any committee designated by the Board may confer and vote by email, provided that:

A. Each Director or committee member is notified that an email discussion and voting will take place and responds to the President acknowledging notice of the email meeting;

B. Each Director views all the email discussion of the matter;

C. Email discussion shall last until the earlier of (i) each Director confirming that they are done with the discussion or (ii)  five days have elapsed from the start of the discussion;

D. A specified amount of time no less than two days and no more than five days is permitted for voting;

E. And each Director or committee member emails or phones his or her vote directly to the President of the Board, in the case of a Board vote, or the committee chair, in the case of a committee vote.

Email participation fulfilling these requirements shall constitute presence in person and voting at a properly called meeting. 

11. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

      Newly created directorships resulting from an increase in the number of Directors, which may occur only upon amendment of these bylaws, and vacancies occurring in the Board for any reason except the removal of Directors by the stockholders may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists. Vacancies occurring by reason of the removal of a Director by the stockholders shall be filled by vote of the stockholders. A Director elected to fill a vacancy caused by resignation, death or removal shall hold office for the unexpired term of the Director’s predecessor.  

12. REMOVAL OF DIRECTORS.

      Any or all of the Directors may be removed for cause by vote of the stockholders.  

13. RESIGNATION.

      A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon its receipt by the Board or officer, and the acceptance of the resignation shall not be necessary to make it effective.  

14. COMPENSATION.

      No compensation shall be paid to Directors, as such, for their services, but by resolution of the Board expenses for actual attendance at each regular or special meeting of the Board or its committees may be authorized, or a fixed sum designated as a “per diem” may be authorized in lieu of itemization of expenses. If the Board authorizes a per diem, the stockholders shall set the amount of the per diem, or if they do not do so, the Board shall set the per diem amount. This section shall not be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation in that capacity.  

15. PRESUMPTION OF ASSENT.

      A Director of the Corporation who is present at a meeting of the Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the Director’s dissent shall be entered in the minutes of the meeting or unless the Director shall file the Director’s written dissent to such action with the person acting as the Secretary of the meeting before adjournment or shall forward the dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a Director who voted in favor of an action. 

16. EXECUTIVE AND OTHER COMMITTEES.

      The Board, by resolution, may designate from among its members an executive committee and other committees, each consisting of one or more Directors. Each committee shall serve at the pleasure of the Board.  

ARTICLE IV – OFFICERS 

1. NUMBER.

      The officers of the Corporation shall be a President, a Vice-President, a Secretary and a Treasurer, each of whom shall be elected by the Directors from among the Directors. The offices of Secretary and Treasurer may be combined upon the vote of the majority of the Directors each year that the offices are combined. Other officers and assistant officers that may be deemed necessary may be elected or appointed by the Directors; other officers or assistants need not be Directors. All officers of the Corporation shall be stockholders of the Corporation.  

2. ELECTION AND TERM OF OFFICE.

      The officers of the Corporation to be elected by the Directors shall be elected annually at the first meeting of the Directors held after the annual meeting of the stockholders. Each officer shall hold office until the officer’s successor shall have been elected and qualified, until the officer’s death, or until the officer resigns or has been removed as provided in Section 3 of this Article.  

3. REMOVAL.

      Any officer or agent elected or appointed by the Directors may be removed by the Directors whenever in their judgment the best interests of the Corporation would be served thereby, but the removal shall be without prejudice to the contract rights, if any, of the person so removed.  

4. VACANCIES.

      A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Directors for the unexpired portion of the term.  

5. PRESIDENT.

      The President shall be the principal executive officer of the Corporation and, subject to the control of the Directors, shall in general supervise and control all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the stockholders and of the Directors. The President may sign, with the secretary or any other proper officer of the Corporation thereunto authorized by the Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executed, except in cases where signing and execution of legal documents shall be expressly delegated by the Directors or by these bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and any other duties prescribed by the Directors.  

6. VICE-PRESIDENT.

      In the absence of the President or in event of the President’s death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform any other duties assigned to the Vice-President by the President or by the Directors.  

7. SECRETARY.

      The Secretary shall keep the minutes of the stockholders’ and of the Directors’ meetings in one or more books provided for that purpose, see that all notices are given in accordance with the provisions of these bylaws or as required, be custodian of the corporate records and of the seal of the Corporation and keep a register of the post office address of each stockholder which shall be furnished to the Secretary by the stockholder, have general charge of the stock transfer books of the Corporation and in general perform all duties incident to the office of Secretary and any other duties assigned to the Secretary by the President or by the Directors.  

8. TREASURER.

      If required by the Directors, the Treasurer shall give a bond for the performance of the Treasurer’s duties in an amount and with surety as the Directors determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for funds due and payable to the Corporation from any source whatsoever, and deposit all funds in the name of the Corporation in the banks, trust companies or other depositories selected in accordance with these bylaws, and in general shall perform all of the duties incident to the office of Treasurer and any other duties assigned to the Treasurer by the President or by the Directors. The Treasurer shall contract annually with a person or firm who is not a Stockholder to conduct an impartial financial review of all transactions during the previous fiscal year; the review shall be conducted in advance of the annual meeting of the Stockholders and a copy of the report shall be presented at the meeting. 

9. SALARIES.

      The salaries of the officers shall be fixed from time to time by the Directors and no officer shall be prevented from receiving a salary by reason of the fact that the officer is also a Director of the Corporation.  

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS 

1. CONTRACTS.

      The Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. An authorization may be general or confined to specific instances.  

2. LOANS.

      No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Directors. An authorization may be general or confined to specific instances.  

3. SIGNING OF CHECKS, DRAFTS, AND OTHER INDEBTEDNESS

      All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the officer or officers, agent or agents of the Corporation as determined by resolution of the Directors.  

4. DEPOSITS.

      All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in the banks, trust companies or other depositories the Directors select. 

ARTICLE VI - CERTIFICATES FOR

SHARES AND THEIR TRANSFER 

1. CERTIFICATES FOR SHARES.

      Certificates representing shares of the Corporation shall be in the form determined by the Directors. Certificates shall be signed by the President and by the Secretary or by other officers authorized by law and by the Directors. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the stockholder, the number of shares, and the date of issue shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares has been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued upon terms and indemnity to the Corporation as prescribed by the Directors. Lost certificates may also be issued pursuant to Section 7-42-113, C.R.S., as amended.  

2. TRANSFERS OF SHARES.

      (a)  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every transfer shall be entered on the stock transfer book of the Corporation kept at its principal office.

      (b)  The Corporation shall be entitled to treat the holder of record of any share as its holder in fact, and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in that share on the part of any other person, whether or not it shall have expenses or other notice of a claim, except as expressly provided by the laws of this State.

      (c) The officers of the Corporation shall not issue certificates for shares in the Corporation for fractions less than one share, except for fractional shares of stock of less than one share which were in existence on January 31, 2008. This provision of the bylaws shall be liberally construed to prevent the issuance of fractional shares of stock in the Corporation.

      (d) Each full share of stock shall be entitled to one vote on all matters voted by the shareholders of the Corporation. A fractional share shall be entitled to a fractional vote in the same amount as the fractional share. 

ARTICLE VII - FISCAL YEAR 

      The fiscal year of the Corporation shall begin on the 1st day of January in each year.  

ARTICLE VIII

DISTRIBUTION OF WATER 

1. MANAGER

            A manager may be appointed by the Board and shall have charge of the waters carried by the Corporation's carrying system under the direction of the Board. 

2. PROPORTIONATE SHARE 

      No stockholder shall take or cause to be taken more than the stockholder’s proportionate share of water owned through other corporations or entities from the corporation’s carrying system. 

3.  MANAGER CONTROLS USE OF WATER

      No one shall draw water from the system without prior permission from the manager. 

4. WATER TO BE TRANSPORTED

      The Corporation may transport water allotted by the Handy Ditch Company, the Northern Colorado Water Conservancy District, or any other foreign water not owned by the Corporation, for individuals who are stockholders or non-stockholders of this Corporation, upon terms and conditions determined by the Board of Directors. Delivery of water shall be made at an established point in the Corporation’s system, and the stockholder or non-stockholder shall arrange for the transportation of the water from the point of delivery to the place of use. 

5. CONTROL OF STRUCTURES

      The Board of Directors shall have the unrestricted discretion to control the location and construction of checks, headgates and other diversion structures installed in the system, and as a condition for permitting any checks, headgates or diversion structures, to require compliance with those structural or engineering specifications reasonably necessary to insure the safety and structural integrity of the system and the unimpeded and undiminished flow of water in the system. No water pumps shall be placed in the ditch without the prior written authorization of the board. 

6. BENEFICIAL USE

      It shall be the policy of the Corporation, its directors and officers that all water delivered by the Corporation to its stockholders or others shall be beneficially used and administered only within the boundaries of the Corporation's area of service. 

7. RESTRICTION ON TRANSPORTATION OF WATER; MINIMUM FLOW 

      No water shall be transported through the Corporation’s system to anyone other than stock owners and contract right holders as of January 1, 2008. The corporation shall not enter into any contracts for rights to transport water after January 1, 2008. In order that water may not be run to disadvantage or waste, it shall be necessary that at least the minimum amount of cubic feet per second established by the Board be ordered to initiate or to continue daily water delivery service.  

ARTICLE IX

ASSESSMENT ON STOCK, LIEN 

1. POWER TO LEVY ASSESSMENT

      If the Corporation deems it necessary to raise funds to keep its ditches and other structures in good repair or to pay any indebtedness or the interest thereon, the Corporation shall have power to make an assessment on its capital stock to be levied pro rata on the shares of stock.  

2. STOCKHOLDER VOTE REQUIRED

      No assessment shall be made unless the question of making the assessment is first submitted to the stockholders of the Corporation at an annual meeting or at a special meeting called for that purpose. If a meeting is held at which a quorum is present and the majority of stock represented at the meeting, either in person or by proxy, shall vote in favor of making the assessment, the Directors shall make an assessment. If the stockholders fail to hold a meeting, or if a meeting is held at which a quorum is present and the majority of stock represented at the meeting fails to make or authorize any assessment within ninety days after the close of the Corporation’s fiscal year, the Directors shall have power to make an assessment for that year at any regular or special meeting of the Directors called for that purpose.  

3. LIEN FOR PAYMENT OF ASSESSMENTS

      The Corporation hereby provides for the sale and forfeiture of shares of stock for the assessment as provided in subsection (4) of this section and has the benefit of subsection (4) for the recovery of assessments by forfeiture or sale of the stock in default. The Corporation shall have a perpetual lien upon the shares of stock for any and all assessments or other amounts due until they are fully paid. No water shall be delivered to a delinquent stockholder through the Corporation’s system until assessments or any other amounts due are paid. Unpaid assessments shall bear interest at the rate of 18% per annum compounded annually from 30 days following the date due. Any payments received on delinquent assessments shall be applied first to interest, then to the unpaid assessments. 

4. FORFEITURE OF STOCK FOR NONPAYMENT OF ASSESSMENTS

      The shares of stock shall be deemed personal property and transferable in the manner provided by these bylaws. A forfeiture or sale of stock on failure to pay the assessments or any other amounts due are to be conducted in the manner provided in this bylaw. No forfeiture of stock shall be declared against any stockholder or any estate before demand has been made for the amount due either in person or by written or printed notice mailed to the last known address of the stockholder at least thirty days prior to the time the forfeiture is to take effect. If the assessment is not paid within the 30-day period, then the Secretary is directed to cancel, on the books and records of the Corporation, the stock for which the amount due is unpaid, and is directed to reissue the stock in the name of the Corporation. At the next annual meeting of the stockholders of the Corporation, the stock shall be offered for sale to the stockholders and shall be sold to the highest bidder. If the proceeds from the sale are insufficient to satisfy the amount due the Corporation, including all reasonable and proper costs of making and giving notice, the Corporation may maintain an action to recover any deficiency. The proceeds of any sale, over and above the amount due on the shares, shall be paid to the delinquent stockholder.  

ARTICLE X

CROSSINGS AND OTHER INTRUSIONS ON THE DITCH 

1. CROSSINGS AND DIVERSION BOXES

      The Corporation has established a fee (the “Crossing Fee”) for the construction or installation any new crossing of the Corporation’s ditch or any significant change to an existing crossing, including diversion boxes, culverts, bridges, pipelines, conduits, and all other structures crossing the ditch (a “Crossing”). The Crossing Fee is intended to compensate the Corporation for the added costs and impacts the Crossing will have on the operation of the ditch. The Board of Directors may from time to time adjust the Corporation’s standard Crossing Fee to cover increased costs.

       Any person desiring to construct or install a Crossing must first make a written application to the Board of Directors. The request shall detail the requested Crossing and include adequate plans, terms, and conditions to prevent injury to the flow of water in the Corporation’s ditch. No Crossing may be constructed during irrigation season. If, in the reasonable opinion of the Board of Directors, the Crossing may be approved without materially impeding the present or future flow of water in the Ditch and without injury to the Corporation and all of its stockholders, the Directors shall then approve the Crossing, subject to necessary terms and conditions. In evaluating whether the requested Crossing can be made without injury to the Corporation and its stockholders, the Corporation may obtain an engineering and legal analysis of the requested Crossing and the plans, terms, and conditions proposed in the request. The Directors shall evaluate the Crossing request within a reasonable period of time.

      In addition to payment of the Crossing Fee, the person desiring the Crossing must reimburse the Corporation for the Corporation’s reasonable costs and fees, including reasonable expenses of the Directors, a charge for time spent by the Directors and by the Corporation’s employees, and a charge for reasonable time spent by the Corporation’s contractors, including engineers and attorneys, in analyzing the request and in any judicial litigation that follows.

      Prior to analyzing the proposed Crossing, the Corporation shall obtain an estimate of the costs, including reasonable legal and engineering fees. The Corporation shall make provide the estimate of cost within 30 days of submission of a Crossing request and the person requesting the Crossing shall have 30 days after receipt of the estimate to make a deposit equal to the estimated costs plus the Crossing Fee. Other than obtaining the estimate of costs, the Directors shall not take any action on the Crossing request until, and unless, the deposit has been paid. If the estimate needs to be adjusted by further payment or reimbursement, adjustment shall be made upon the completion of the analysis. In no event shall the Corporation give a final decision on the requested Crossing until all costs incurred by the Corporation are reimbursed and the Crossing Fee has been paid. If the requested Crossing is not approved or is not installed, the Crossing Fee, but not the costs of making the analysis, shall be refunded to the person who requested the Crossing. 

2.  DEVELOPMENTS 

      The Corporation’s ditch was constructed to carry irrigation water to its stockholders and for no other purpose; the ditch was never intended to transport water of any other kind, including wastewater run-off from properties adjoining the ditch that are in excess of historical run-off amounts, location, and manner on those properties.

      Any owner of property adjacent to the Corporation’s ditch, or near the Corporation’s ditch and so located that run-off from the property may affect the ditch (the “Developer”) desiring to construct any structure or infrastructure (a “Development”) which would change the historic drainage of water into the ditch must first make written application to the Board of Directors of the Corporation. The application shall detail the plans for the Development which should include plans to mitigate any effects on the ditch and to prevent injury to the Corporation and its stockholders. If, in the reasonable opinion of the Board of Directors, the change may be approved without injury to the Corporation and all of its stockholders, the Directors shall approve the Development plans after entering into an agreement with the Developer which will contain the necessary terms and conditions to protect the ditch and the Corporation’s easement. In evaluating whether the Development can be made without injury to the Corporation and its stockholders, the Corporation may obtain an engineering and legal analysis of the Development and the terms and conditions to be included in the agreement with the Developer. The Directors shall evaluate the Development application within a reasonable period of time.

      The Developer must reimburse the Corporation for the Corporation’s reasonable costs and fees, including reasonable expenses of the Directors, a charge for time spent by the Directors and by the Corporation’s employees, and a charge for reasonable time spent by the Corporation’s contractors, including engineers and attorneys, in analyzing the request and in any judicial litigation that follows. Prior to conducting any analysis of the proposed Development, the Corporation shall obtain an estimate of the costs, including reasonable attorneys’ and engineering fees. The Corporation shall provide the estimate of cost within 30 days of submission of an application, and the Developer shall have 30 days after receipt of the estimate to make a deposit equal to the total estimated costs or the portion of the costs required by the Directors. Other than obtaining cost estimates, the Directors shall not take any action on any Developer’s application until, and unless, the Developer makes the deposit. If the Directors do not require a deposit equal to the full amount of the estimate of the costs, the Directors may establish a schedule for the payment of additional deposits as negotiations between the Developer and the Corporation progress. If the estimate and deposit need to be adjusted by further payment or reimbursement, adjustments shall be made upon the completion of the analysis, or the Directors may require an additional deposit before proceeding. In no event shall the Corporation be required to give a final decision on the Developer’s application until all fees incurred by the Corporation are reimbursed.  

ARTICLE XI - ORGANIZATION AND DIVIDENDS 

      This Corporation is organized as a nonprofit corporation exclusively for irrigation purposes. The Directors may not declare or pay dividends on the outstanding shares of the Corporation. 

ARTICLE XII – SEAL 

      The Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation, year of incorporation and the words, “Corporate Seal.”  

ARTICLE XIII - WAIVER OF NOTICE 

      Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or Director of the Corporation under the provisions of these bylaws or under the provisions of the Articles of Incorporation, a waiver of notice in writing, signed by the person or persons entitled to notice, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of notice. 

ARTICLE XIV – AMENDMENTS 

1. AMENDMENT OR REPEAL

      These bylaws may be altered, amended or repealed and new bylaws be adopted by a vote of the stockholders representing 2/3 of all the shares represented at any annual stockholders' meeting when the proposed amendment has been set out in the notice of meeting or at any special stockholders’ meeting when the proposed amendment has been set out in the notice of meeting. 

2. VALIDITY OF BYLAWS

      If any portion of these bylaws is declared void by a court of law, the remaining portions of the bylaws shall remain in full force and unaffected.  

ARTICLE XV – INDEMNIFICATION 

      The Corporation shall indemnify each of its Directors, or officers, agents, and employees or former Directors, officers, agents, or employees or any affiliated organization to the maximum extent permitted by law.  

ARTICLE XVI – LIABILITY 

      Personal liability of a Director of the Corporation for monetary damages for breach of fiduciary duties as a Director of the Corporation to the Corporation or to its stockholders is eliminated to the maximum extent permitted by law.