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HomeMy WebLinkAbout20090760.tiffRESOLUTION RE: APPROVE BALLOT REGARDING ADOPTION OF ARTICLES OF INCORPORATION AND BYLAWS FOR WELD COUNTY UNDERGROUND WATER USERS ASSOCIATION AND AUTHORIZE CHAIR TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Ballot regarding the Adoption of the Articles of Incorporation and Bylaws for the Weld County Underground Water Users Association, and WHEREAS, after review, the Board deems it advisable to approve said ballot, a copy of which is attached hereto and incorporated herein by reference, and WHEREAS, the Board deems it advisable to appoint either Bruce Barker, County Attorney, Greg Nelson, Weld County Department of Public Works, or Steve Nguyen, P.E., Clear Water Solutions, Inc., as the delegate to represent Weld County at future annual meetings of the Weld County Underground Water Users Association. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Ballot regarding Adoption of the Articles of Incorporation and Bylaws for the Weld County Underground Water Users Association be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said ballot. BE IT FURTHER RESOLVED by the Board that either Bruce Barker, County Attorney, Greg Nelson, Weld County Department of Public Works, or Steve Nguyen, P.E., Clear Water Solutions, Inc., be, and hereby are, appointed as delegates to represent Weld County at future annual meetings of the Weld County Underground Water Users Association. 2009-0760 co : l A (476) cedi deg BC0040 BALLOT REGARDING ADOPTION OF ARTICLES OF INCORPORATION AND BYLAWS FOR WELD COUNTY UNDERGROUND WATER USERS ASSOCIATION PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 30th day of March, A.D., 2009. ATTEST: ,t,e Weld County Clerk to the B BY Depyt\j Clerk APPRQVEDA FORM: County Attorney Date of signature Lih IC's BOARD OF COIJ.QITY COMMISSIONERS WELD COLORADO iam F. Garcia, Chair v.��n� ��/� �..4 - r ouglas 2ademacier, Pro-Tem C - Sean P. Conway B'arbarmeyer1 J______) :I\.: David E. Long 2009-0760 BC0040 WELD COUNTY UNDERGROUND WATER USERS ASSOCIATION P.O. Box 104 Fax: (970)352-0226 Lucerne, CO 80646 Phone: (970)352-0222 March 6, 2009 Dear Member: The Weld County Underground Water Users Association (WCUWUA) was established over 35 years ago. The company has operated as initially intended and in accord with the Bylaws approved by the members on May 10, 1972. Section 1 of those Bylaws states: "The purpose of this Organization -shall be for the protection of interests of well owners and operators -and to encourage the efficient use of water." At the time the WCUWUA was established no Articles of Incorporation were filed on behalf of the company. The Board of Directors is seeking to formalize the corporate status of the company and update the bylaws. The augmentation plan under the Cache La Poudre Water Users Association was decreed in Water Court Division 1 (Case No. W-7921 (75) on February 10, 1976. The plan has and continues to function well. The formalization of the corporate structure of the WCUWUA does not change the augmentation plan in any way. Enclosed in this mailing are Articles of Incorporation, Bylaws and a ballot. Please take a moment to read the documents and cast your ballot. The instructions enclosed and in the second part of this letter lay out the procedure for voting, but if there is need please contact Dale at the office regarding any questions. The pumping fee for 2009 was set at $2.50 per acre foot by the Cache La Poudre Water Users Association. The WCUWUA fee was set at $10.00 per well. The enclosed invoice reflects these fees. A special note regarding changes in well ownership: Changes of ownership must be reported to the office thru a transfer application. Please contact the office for the application form and associated fee. The directors and officers for the Mike Hungenberg Lynn Fagerberg Dale Trowbridge Keith Amen Frank Eckhardt Brian Hoffner 2009 year are: President Vice-president Sec/Treas Director Director Director CO C As you are aware, well augmentation has been thrust to the forefront due to recent water court applications and trials. It is important to maintain an accurate set of data on the wells in the augmentation plan. The enclosed invoice lists the well data for your well(s) that we have on file. The State of Colorado Division of Water Resources is making a strong effort to identify and tag those wells which are not in an augmentation plan and/or are pumping illegally. Please make sure all of your wells are listed accurately on the attached invoice. If there are a� errors please contact the office. It is very important that the correct data is on file. Thank you for your help. 2009-0760 IMPORTANT NOTICE ! BALLOT by MAIL An annual meeting of the Weld County Underground Water Users Association was held on February 23, 2009. As explained in the attached letter to the members, the acting Board and/or pre -incorporators moved to propose the attached Articles of Incorporation and Bylaws to all Voting Members of the Association (members that own a well(s) and pay assessments) by written ballot for adoption of said documents. At this time all Voting Members need to vote for or against the adoption of the Articles of Incorporation and Bylaws, attached hereto. Please be advised that casting your vote on whether to adopt the attached Articles and Bylaws means that you are subscribing to be a Voting Member of the Association, and, therefore, will hold a membership interest in the Association. As a Voting Member, you agree to be bound by the provisions of the Articles and Bylaws, as adopted, and will perform all obligations thereunder relating to Voting Members of the Association, including without limitation the payment of annual assessments. In addition, you agree to ratify all prior actions taken by the acting Board and/or pre -incorporators. As to adopting the Articles of Incorporation and Bylaws, Colorado Revised Statute §7-127-109 provides for Action by Written Ballot, and states, in part, that "[A]ny action that may be taken at any annual, regular, or special meeting of the Members may be taken without a meeting .. . [when certain specific conditions are met]." Pursuant to this provision, the Board has determined to handle the adoption of the Articles of Incorporation and Bylaws by means of a written ballot, and that is the purpose of this correspondence. In order to meet the requirements for handling the adoption of the Articles and Bylaws by written ballot, the following information is provided. 1) Accompanying this letter is a written ballot for your response. 2) The purpose of the ballot is the approval of the Articles of Incorporation and Bylaws, and recognition by you that you agree to be bound by the provisions of said documents. Assuming enough ballots to constitute a quorum are received (which is 25 percent of the number of Voting Members or 52 ballots), the Articles of Incorporation and Bylaws will be approved if a majority of the total number of votes of the Voting Members making up the quorum vote "for" the Articles of Incorporation and Bylaws. 3) Ballots must be postmarked by March 31, 2009, in order to be counted. To assist you in making a decision, enclosed is a copy of the Articles of Incorporation and Bylaws. Please read the information provided, mark your ballot and sign the certification as indicated and return both pages with your annual payment of assessments before the deadline set forth above. Thank you for your prompt response. As always, please stop by or call with any questions or comments regarding the plan. Or just stop by to get acquainted. Sincerely, Dale Trowbridge Secretary Board of Directors Weld County Underground Water Users Association WELD COUNTY UNDERGROUND WATER USERS ASSOCIATION WRITTEN BALLOT MUST BE POSTMARKED BY MARCH 31, 2009 **NOTE: BOTH pages require your action and must to be returned to the Association** I. BALLOT Instructions: Each Voting Member is entitled to one vote per well upon each item submitted to a vote. For example, if you have 5 wells, you are entitled to cast a total of 5 votes for or against each item. EXAMPLE: Item For Against Abstain Item A 5 Item B 5 Please mark the ballot on page 2 by indicating the number of votes you would like to designate "FOR" or "AGAINST" each item or if you wish to "ABSTAIN" from voting on the items, please indicate your abstention by placing the number of votes you are entitled to under the "ABSTAIN" column. Assuming a quorum of ballots is received, the Articles of Incorporation and Bylaws will be approved if a majority of the total number of votes of the Voting Members making up the quorum vote FOR the Articles of Incorporation and Bylaws. If you sign and return this Ballot without marking your vote, this ballot will be treated as being FOR Item I and FOR Item 2. Casting your vote on whether to adopt the attached Articles and Bylaws means that you are subscribing to be a Voting Member of the Association, and, therefore, will hold a membership interest in the Association. As a Voting Member, you agree to be bound by the provisions of the Articles and Bylaws, as adopted, and will perform all obligations thereunder relating to Voting Members of the Association, including without limitation the payment of annual assessments. In addition, you agree to ratify all prior actions taken by the acting Board and/or pre -incorporators. (Ballot continues on back page) 1 BALLOT: (Note: The Board of Directors recommends a vote FOR the following items): Items For Against Abstain 1. The adoption of the Articles of Incorporation of the Weld County Underground Water Users Association, in substantially the same form as the Articles attached hereto. 2. The adoption of the Bylaws of the Weld County Underground Water Users Association, in substantially the same form as the Bylaws attached hereto. I PLEASE DO NOT COPY THIS BALLOT! As this is a mail -in ballot, ballots may only be submitted by mail and must be postmarked by the date set forth at the top of this ballot. Please mail your ballot along with your annual assessment to WELD COUNTY UNDERGROUND WATER USERS ASSOCIATION, C/O DALE TROWBRIDGE, P.O. BOX 104, LUCERNE, CO 80646. II. CERTIFICATION Note: When signing as attorney, executor, administer, trustee, or guardian, please give full title as such. Certification: I hereby declare that either all procedures surrounding the notice, the action by written ballot, and this voting, have been duly met, or if not, I do not object to the procedures used to conduct this voting, and that this Written Ballot represents the vote of the Voting Member designated hereon. I further declare and understand that casting my vote on whether to adopt the attached Articles and Bylaws means that I am subscribing to be a Voting Member of the Association, and, therefore, will hold a membership interest in the Association. As a Voting Member, I agree to be bound by the provisions of the Articles and Bylaws, and will perform all obligations thereunder relating to Voting Members of the Association, including without limitation the payment of annual assessments. In addition, I agree to the ratification of all prior actions taken by the acting Board gnd/ore-incorporators. MAR 3 0 2009 Signature Date William F. Garcia, Chair Signature (Joint Owners) Date Print Name and Title (if applicable) Print Name and Title (if applicable) 2 I ARTICLES OF INCORPORATION OF WELD COUNTY UNDERGROUND WATER USERS ASSOCIATION, INC. (a Colorado nonprofit corporation) THE UNDERSIGNED natural person, who is more than eighteen (18) years of age, acting as incorporator, hereby establishes a nonprofit corporation pursuant to the laws of the State of Colorado and the Colorado Revised Nonprofit Corporation Act, C.R.S. §7-121-101, et seq., and adopts the following Articles of Incorporation for such Corporation: FIRST: The name of the Corporation shall be: WELD COUNTY UNDERGROUND WATER USERS ASSOCIATION, INC. SECOND: The Corporation shall have perpetual existence. THIRD: The nature, object and purpose of the Corporation shall be to exercise all the rights, powers and privileges conferred upon nonprofit corporations organized under the laws of Colorado. In furtherance of the foregoing purposes, the Corporation shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon nonprofit corporations organized under the laws of Colorado. Said purposes and goals include activities qualifying under Section 501(c)(5) of the Internal Revenue Service Code. The Corporation shall have and exercise all powers necessary or convenient to affect its purposes, including those set forth in the Colorado Revised Nonprofit Corporation Act and the Corporation's Bylaws. Such purposes include, but are not limited to, the following: 1. To educate and inform its members as to water rights of members in relation to their ownership or control of underground water rights, including irrigation wells. 2. To protect the rights of the members pertaining to their use of underground water rights, including irrigation wells. 3. To inform the public generally as to the rights of persons owning or controlling underground water rights, including irrigation wells. 4. To inform members of the State Legislature and other persons in charge of either the supervision or enactment of laws pertaining to underground water rights, including irrigation wells. Page 1 of 3 ® FISCHER, BROWN, BARTLETT & GUNN, P.C., February 17, 2009 FOURTH: The initial registered agent of the Corporation, and the name of the registered agent at such address is: Dale Trowbridge Weld County Underground Water Users Association, Inc. 33040 Railroad Avenue Lucerne, CO 80646 FIFTH: The address of the Corporation's initial principal office is: 33040 Railroad Avenue Lucerne, CO 80646 SIXTH: The name and address of the incorporator is: Mike Hungenberg 33040 Railroad Avenue Lucerne, CO 80646 SEVENTH: The Corporation will have voting members and non -voting members. EIGHTH: The business and affairs of the Corporation shall be managed by the Board of Directors. The number of directors of the corporation, their classification, if any, their terms of office and the manner of their election or appointment shall be as provided for in the bylaws of the Corporation. NINTH: No part of the income or net earnings of the Corporation shall inure to the benefit of, or be distributable to, any member, director, or officer of the Corporation or to any other private individual, except that: (i) reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes; (ii) reimbursement may be made for any expenses incurred for the Corporation by any officer, director, member, agent or employee, or any other person or corporation, pursuant to and upon authorization of the Board of Directors; and (iii) rebates of excess service charges or other fees may be paid. Upon the dissolution of the Corporation, assets shall be distributed pursuant to the Colorado Revised Nonprofit Corporation Act. In the event that all or part of the assets cannot be distributed as described above, they shall be distributed for one or more exempt purposes within the meaning of §501(c) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the Corporation is then located, Page 2 of 3 ® FISCHER, BROWN, BARTLETT & GLNN, P.C., February 17, 2009 exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. TENTH: A director of the Corporation shall not be personally liable to the Corporation for monetary damages for the breach of fiduciary duty as a director, except for liability arising from (i) any breach of the director's duty of loyalty to the Corporation, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) any transaction from which the director derived any improper personal benefit, or (iv) any other act expressly proscribed or for which directors are otherwise liable under the Colorado Revised Nonprofit Corporation Act. If the Colorado Revised Nonprofit Corporation Act is subsequently amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of a director of the Corporation shall be limited or eliminated to the fullest extent permitted by the Colorado Revised Nonprofit Corporation Act, or other Colorado law, as from time to time amended. Any repeal or modification of this Article by the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. The Corporation shall indemnify its directors and officers as now or hereafter required by the Colorado Revised Nonprofit Corporation Act or the Act, and may indemnify its directors, officers, and employees as otherwise permitted by law or as the Board may deem appropriate from time to time. ELEVENTH: The directors of the Corporation shall have the power to make such bylaws as they may deem proper for the management of the affairs of said Corporation and not inconsistent with these Articles of Incorporation. TWELTH: These Articles of Incorporation may be amended from time to time in the manner set forth in the Colorado Revised Nonprofit Corporation Act, provided that such amendments are consistent with the terms and provisions of the Colorado Revised Nonprofit Corporation Act and these Articles. In the event of a conflict between the terms and provisions of these Articles and the terms and provisions of the Bylaws adopted by the Board of Directors, the terms and provisions of these Articles shall govern and control. THIRTEENTH: The name and mailing address of the filer who caused this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, is: Sara J.L. Irby, Esq. Fischer, Brown, Bartlett & Gunn, P.C. 1319 East Prospect Road Fort Collins, CO 80525 Telephone: 970-407-9000 Facsimile: 970-407-1055 Page 3 of 3 FISCHER, BROWN, BARTLETT & GUNN, P.C., February 17, 2009 BYLAWS OF WELD COUNTY UNDERGROUND WATER USERS ASSOCIATION, INC. A Colorado Nonprofit Corporation ARTICLE I OFFICES Section 1.1 PRINCIPAL PLACE OF BUSINESS. The principal place of business of the Corporation shall be located at 33040 Railroad Avenue, Lucerne, Colorado 80646. The Corporation may have such other offices, either within or outside of the State of Colorado as the Board of Directors may designate, or as the business of the Corporation may require from time to time. Section 1.2 REGISTERED OFFICE AND AGENT. The address of the registered office of the Corporation is 33040 Railroad Avenue, Lucerne, Colorado 80646, the name of the registered agent is Dale Trowbridge. The registered office and the registered agent may be changed by the Board of Directors at any time. ARTICLE II MEMBERS The Corporation shall have members, and it shall maintain a roll or list of persons or entities that are members. However, no certificate, share or other muniment of title or ownership shall be provided to members. Section 2.1 MEMBERS. Membership in the Corporation shall consist of two classes: "Voting Members" and "Non -Voting Members". Voting Members shall be persons or entities that own a well or similar structure and pay assessments to the Corporation as required by the Board of Directors and set forth herein in Article VI. Non -Voting Members shall be persons or entities that do not pay assessments to the Corporation and that do not have a voting interest in the Corporation. Any business entity consisting of more than one individual shall be considered as one member. Both classes shall be admitted to membership in the Corporation at such time as an application for membership, if any, is accepted by the Board of Directors and the membership registration fee, if any, as may be established by the Board of Directors is paid. 1 Section 2.2 VOTING. Unless otherwise provided by these Bylaws or the Articles of Incorporation, each Voting Member shall be entitled to one vote per well upon each matter submitted to a vote at a meeting of the members. Voting on any question shall be by voice vote, unless the President or any other residing officer shall order or any member shall demand that voting be by ballot. Section 2.3 TERMINATION OF MEMBERSHIP. Membership may be terminated at the discretion of the Board of Directors for failure to pay assessments or other reasonable fees, failure to operate their water structure or system as set forth in the policies enacted by the Board of Directors or policies enacted by the Cache La Poudre Water Users Association, and/or taking or failing to take actions necessary to allow other members the decreed use of water from their water structures or systems. Not less than 30 days before the effective date of the termination, written notice thereof and the reasons therefore shall be sent by first-class or certified mail to the last address of the member shown on the corporation records. The member shall have an opportunity to be heard by the Board of Directors, either orally or in writing, no less than 5 days before the effective date of the termination. Upon termination of membership, if a member's capital account balance is a deficit, the terminated member shall pay the deficit to the Corporation. Non -deficit balances in a member's capital account shall be forfeited to the Corporation upon a member's termination. Section 2.4 ANNUAL MEETING OF THE MEMBERS. Annual Meetings of the members of the Corporation shall be held each year at the time and place designated by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may come before the members. If the day fixed for the annual meeting shall be a legal holiday in the State of Colorado, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated by the Board of Directors for an annual meeting of the members, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as may be convenient. Section 2.7 SPECIAL MEMBER MEETINGS. Special member meetings, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or Secretary upon order of the Board of Directors, and shall be called by the President or the Board of Directors at the request of one -tenth of the members. Section 2.8 NOTICE OF MEMBER MEETINGS. Notice of the place, date and time of any annual, regular or special meeting shall be given at least ten (10) days previously thereto either in person or by verbal communication, or written notice delivered personally or by mail, electronic communication, facsimile or telephone. If the notice is mailed by other than first class or registered mail, such notice shall be given no fewer than thirty (30) days and no more than sixty (60) days in advance of the members meeting and shall be deemed to be delivered when deposited in the United States mails, addressed to the member at his address as it appears on the membership books of the Corporation, with postage thereon prepaid. If notice is given by electronic communication, facsimile or telephone, such notice shall be deemed to be delivered when the facsimile or electronic communication is sent to the designated recipient. If such personal notice is impracticable, notice may be given by publication in a newspaper of general circulation in Weld County, Colorado. The notice must be published five separate times with the first such publication no more than sixty (60) days, and the last no fewer than ten (10) days, before the meeting date. 2 Such publication shall constitute actual notice of any meeting to all members. Notice of any regular, special and/or annual meeting shall include a description of any matter or matters that must be approved by the members for the purposes set forth in C.R.S. §7-127-104 (2008). Section 2.9 WAIVER OF NOTICE. A member may waive in writing notice of a meeting, whether before, at, or after the time stated therein, and this shall be equivalent to the giving of the notice. The attendance of a member at a meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual, regular, or special meeting of the members need be specified in the notice or waiver of notice of such meeting. Section 2.10 QUORUM. A total of five (5) Voting Members, represented in person or by proxy, shall constitute a quorum, except as otherwise provided by the Colorado Nonprofit Corporation Code and the Articles of Incorporation. In the absence of a quorum at any such meeting, a majority of the members so represented may adjourn the meeting from time to time for a period not to exceed 30 days without further notice. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Section 2.11 PROXIES. At all meetings of members, a Voting Member may vote by proxy executed in writing by the Voting Member or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Section 2.12 ACTION BY WRITTEN BALLOT. Any action that may be taken at any annual, regular or special meeting of the members may be taken without a meeting if the Corporation mails a written ballot to every Voting Member entitled to vote on the matter as of the record date of the meeting, provided such ballot is mailed to each such member not less than thirty (30) days prior to the meeting. A written ballot shall state each proposed action and shall provide an opportunity to vote for or against each proposed action. Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirements, state the percentage of approvals necessary to approve each matter other than the election of directors, state the time by which a ballot must be received by the Corporation in order to be counted, and be accompanied by written information sufficient to permit each person casting such ballot to reach an informed decision on the matter. A written ballot once received by the Association may not be revoked. Action taken by written ballot has the same effect as action taken at a meeting of members and may be described as such in any document. Section 2.13 MEETINGS BY TELECOMMUNICATION. Any and all members may participate in an annual, regular or special meeting of the members by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in 3 the meeting may hear each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at the meeting. ARTICLE III BOARD OF DIRECTORS Section 3.1 GENERAL POWERS. The business and affairs of the Corporation shall be managed by its Board of Directors. Section 3.2 PERFORMANCE OF DUTIES. A director of the Corporation shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with such case as an ordinarily prudent person in a like position would use under similar circumstances. In performing his 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 Section 3.2; but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his 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, or other persons as to matters which the director reasonably believes to be within such person's professional or expert competence; or c. A committee of the board upon which he does not serve, duly 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. Section 3.3 NUMBER, TENURE AND QUALIFICATIONS. At the first annual meeting after the adoption of these Bylaws and when an election is held for directors, the directors shall draw lots so as to stagger their terms of office, as follows: 1) Two directors elected for a three-year term; 2) Two directors elected for a two-year term; and 3) Three directors elected for a one-year term. After these initial requirements are met, the directors of this Corporation shall be those elected at the annual meeting of the members and each director shall hold office for a three (3) year term or until his or her successor shall have been elected and qualified. The number of directors of the Corporation shall be fixed from time to time by resolution of the Board of Directors, but in no instance shall there be less than three (3) and more than seven (7) directors. Directors shall be current members (both Voting and Non -Voting members) of the Corporation, and may be persons representing any municipality, governmental, quasi -governmental or private entity authorized by the State of Colorado, which such entity is a member of the Corporation. 4 Further, Directors shall be eighteen years of age or older, but need not be residents of the State of Colorado. Section 3.4 REGULAR MEETINGS. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Colorado, for the holding of additional regular meetings. Section 3.5 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Colorado, as the place for holding any special meeting of the Board of Directors called by them. Section 3.6 NOTICE OF MEETING. Notice of any annual, regular or special meeting of the Board of Directors shall be given at least ten (10) days previously thereto either in person or by verbal communication, or written notice delivered personally or by electronic communication, facsimile or telephone. If mailed, such notice shall be given five (5) days in advance and shall be deemed to be delivered when deposited in the United States mails, so addressed, with postage thereon prepaid. If notice is given by electronic communication or facsimile, such notice shall be deemed to be delivered when the facsimile or electronic communication is sent to the designated recipient. Section 3.7 WAIVER OF NOTICE. A director may waive in writing notice of a meeting, whether before, at, or after the time stated therein, and this shall be equivalent to the giving of the notice. The attendance of a director at a meeting shall constitute a waiver of notice of such 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. Neither the business to be transacted at, nor the purpose of, any annual, regular, or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 3.8 QUORUM. A majority of the number of directors fixed in Section 3.3 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 3.9 MANNER OF ACTING. Except as otherwise required by law or by the Articles of Incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 3.10 INFORMAL ACTION BY DIRECTORS. If all the directors severally or collectively consent in writing to any action taken or to be taken by the Corporation and the writing or writings evidencing their consent are filed with the Secretary of the Corporation, the action shall be as valid as though it had been authorized at a meeting of the board. Section 3.11 PARTICIPATION BY ELECTRONIC MEANS. The Board of Directors or any committee designated by the board may participate in any meeting of the board or committee by means of telephone conference or similar communications equipment that enables all participants in the meeting to hear each other at the same time. Such participants shall constitute presence in person at the meeting. Section 3.12 REMOVAL. Any director or directors of the Corporation may be removed at any time, with or without cause, in the manner provided in the Colorado Nonprofit Corporation Act. Section 3.13 VACANCIES. Any vacancy occurring in the Board of Directors may be filled by appointment by the remaining Board of Directors. A director appointed to fill a vacancy shall serve until his or her successor is appointed for the unexpired term of his or her predecessor in office. Section 3.14 RESIGNATION. Any director of the Corporation may resign at any time by giving written notice to the President or the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 3.15 COMPENSATION. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Section 3.16 PRESUMPTION OF ASSENT. A director of the Corporation who is present at a meeting of the Board of 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 is entered in the minutes of the meeting or unless the director shall file a written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or forwards 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 the action. Section 3.17 EXECUTIVE AND OTHER COMMITTEES. By resolution adopted by a majority of the Board of Directors, the directors may designate two or more directors to constitute a committee, any of which shall have such authority in the management of the Corporation as the Board of Directors shall designate and as shall be prescribed by the Colorado Nonprofit Corporation Act. 6 ARTICLE IV OFFICERS Section 4.1 NUMBER AND QUALIFICATIONS. The principal officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. The same person may hold any two or more offices. The officers of the Corporation shall be natural persons, eighteen years of age or older. Section 4.2 ELECTION AND TERM OF OFFICE. The President, Vice President, Secretary and Treasurer of the Corporation shall be elected by the Board of Directors at a regular or special meeting. If the elections of officers are not held at such meeting, such elections shall be held as soon thereafter as practicable. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Section 4.3 REMOVAL. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Section 4.4 VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors. Section 4.5 PRESIDENT. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He or she shall, when present, and in the absence of a Chair of the Board, preside at all meetings of the members and of the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of 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 such other duties as may be prescribed by the Board of Directors from time to time. Section 4.6 VICE PRESIDENT. The Vice President (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall, in the absence of the President or in the event of his or her death, inability or refusal to act, perform all duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. 7 Section 4.7 SECRETARY. The Secretary shall: (a) keep the minutes of the proceedings of the members and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. Section 4.8 TREASURER. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. Section 4.9 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors. Section 4.10 BONDS. If the Board of Directors by resolution shall so require, any officer or agent of the Corporation shall give bond to the Corporation in such amount, and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of their respective duties and offices. Section 4.11 SALARIES. Officers as such shall not receive any stated salaries for their services, unless otherwise provided for by the Board of Directors. If the Board of Directors by resolution, determine that the Officers shall receive salaries, the salaries of the Officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation. Section 4.12 LOANS. No loans shall be made by the Corporation to any officer or director of the Corporation. ARTICLE V CONTRACTS, LOANS, CHECKS, AND DEPOSITS Section 5.1 CONTRACTS. The Board of 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, and such authority may be general or confined to specific instances. 8 Section 5.2 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 Board of Directors. Such authority may be general or confined to specific instances. Section 5.3 CHECKS, DRAFTS, OR ORDERS. 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 such officer or officers, agent or agents of the Corporation and in such manner as provided by these Bylaws or as shall from time to time be determined by resolution of the Board of Directors. Section 5.4 DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. ARTICLE VI ASSESSMENTS Section 6.1 POWER. The Corporation shall have the power to make an assessment on the Voting Members, as defined in Section 2.1, to be levied for any of the purposes of the Corporation or alternatively to be levied based on the benefits provided to the Voting Member. Section 6.2 MAKING ASSESSMENT. No assessment shall be made unless a question of making the assessment shall be first submitted to the Voting Members of the Corporation at an annual meeting or at a special meeting called for that purpose, as set forth in Section 2 herein, and a quorum of the Voting Members, as defined in Section 2.10 herein, are present, represented either in person or by proxy, voting thereon shall vote in favor of making such assessments; and if said members fail to hold any such meeting, fail to obtain a quorum or fail to make or authorize any assessment by the date of the annual members' meeting in any year, the directors shall have the power to make any such assessment at any regular or special meeting called therefor for that year. Such actions related to the making of assessments, as set forth in this Section 6.2, may be taken by written ballot pursuant to Section 2.12 herein. Section 6.3 TYPES OF ASSESSMENTS. The Board of Directors may recommend to the members, or may subsequently approve, in accordance with Section 6.2 of this Article VI above, the following assessments. Any corporation costs or expenditures that generally benefit all members shall be considered capital expenditures and shall be assessed pro -rata by member. Corporation costs or expenditures that benefit members unequally, such as irrigation or augmentation benefits, shall be assessed according to the annual assessment schedule set by the Cache La Poudre Water Users Association or based on other reasonable criteria proposed by the Board of Directors. Section 6.3 EMERGENCY SPECIAL ASSESSMENT. For purposes of promptly paying the obligations of the Corporation, for emergencies or for such other special purposes as determined solely in the discretion of the Board of Directors, the Board of Directors, by majority 9 vote, may levy a special assessment, without prior approval or subsequent approval of the members. Section 6.4 DELINQUENT ASSESSMENTS. The Secretary, shall, as early as possible after the same is levied, notify each Voting Member of his assessment and demand payment thereof. Notices shall be made by delivery to each Voting Member either personally or by depositing the same in the post office such written notice and demand properly stamped or addressed to the Voting Member's last known address. It shall be the responsibility of the Voting Member to know when assessments are due and to pay such accounts in the office of the Corporation by the due date. Each Voting Member is obligated to pay to the Corporation certain assessments that are personal obligations of such member and secured by a continuing lien upon the parcel against which the assessment is made. Pursuant to the policies of the Cache La Poudre Water Users Association, or such other policies set by the Board of Directors, any assessment not paid when due shall be considered delinquent the day following the due date, unless a specific date is stated by the Board of Directors for a particular assessment in the notice of assessment and demand for payment (the "Delinquent Assessment"). If a Delinquent Assessment is not paid on the day following the due date for the payment of assessments, the Voting Member's well will be removed from the Cache La Poudre Water Users Augmentation Plan (the "Augmentation Plan"), the State Engineer will be notified of the removal of the delinquent member's well from the Augmentation Plan, and, as a result, the well will be tagged. In addition, the Corporation may assess the delinquent Voting Member a late fee, as set by the Cache La Poudre Water Users Association. Ten (10) days after the due date, or such other time agreed to by the Board of Directors, the Corporation shall deliver to the delinquent Voting Member written notice setting forth the procedures to be reinstated in the Plan (the "Reinstatement Notice"). The Voting Member shall not be allowed to pump any water until such Voting Member's delinquent account is paid in full, including any additional fees incurred, and the well is reinstated in the Augmentation Plan. If the delinquent assessment, and any additional charges including without limitation any late fees, are not paid, the Corporation may bring an action at law against the Voting Member personally obligated to pay the same or foreclose the lien against the property and interest, late fees, costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No member may waive or otherwise escape liability for the assessments provided for herein by non-use of the water system or abandonment of his parcel. ARTICLE VII BOOKS AND RECORDS The books, records and papers of the Corporation shall at all times, during reasonable business hours, be subject to inspection by any board member. The Articles of Incorporation and the Bylaws of the Corporation, minutes and audited financial statement shall be available for inspection by the members at the principal office of the Corporation. 10 ARTICLE VIII CORPORATE SEAL The Board of Directors may provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "CORPORATE SEAL." ARTICLE IX AMENDMENTS Section 9.1 AMENDMENT OF BYLAWS. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the board; however, the provisions of Article II, concerning the members, shall not be substantially altered without the prior approval of the Voting Members at a regular or special meeting of the members, or by written consent. Changes in and additions to the Bylaws by the Board of Directors shall be reported to the members at their next regular meeting and, to the extent required by the Colorado Nonprofit Corporation Act, shall be subject to the approval or disapproval of the Voting Members at such meeting. If no action is then taken by the Voting Members, such change or addition shall be deemed to be fully approved and ratified by the members. Section 9.2 ARTICLES CONTROL. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control. ARTICLE X FISCAL YEAR The fiscal year of the Corporation shall be as determined by the Board of Directors of the Corporation. ARTICLE XI WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Colorado Revised Nonprofit Corporation Act, or otherwise, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the event or other circumstance requiring such before or after the event or other circumstance requiring such notice, shall be deemed equivalent to the giving of such notice. 11 ARTICLE XII INDEMNIFICATION OF DIRECTORS AND OFFICERS Each director and officer of this Corporation, whether or not then in office, and his personal representatives, shall be indemnified by the Corporation against all costs and expenses actually and necessarily incurred by him in connection with the defenses of any action, suit or proceeding in which he may be involved or to which he may be made a party by reason of his being or having been such director or officer, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to have breached a fiduciary duty or to be liable for willful or wanton acts in the performance of duty. Such reimbursable costs and expenses shall include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only if the Corporation is advised in writing of its counsel's opinion that the person indemnified did not commit such willful or wanton acts. The foregoing right of indemnification shall not be exclusive of other rights to which the officer or director may be entitled as a matter of law or by agreement. 12 Esther Gesick From: Sent: To: Cc: Subject: Hi Esther - Steve Nguyen [Steve@clearwatercolorado.com] Wednesday, March 11, 2009 3:25 PM Esther Gesick Bruce Barker; Greg Nelson RE: Written Ballot for Weld County Underground Water Users Association I do not see any issues voting in favor of this and recommend the County do so. Please let me know if you need anything further. Steve Steve Nguyen, P.E., President Clear Water Solutions, Inc. (T) 970.223.3706 (F) 970.223.3763 www.clearwatercolorado.com Original Message From: Esther Gesick [mailto:egesick@co.weld.co.us] Sent: Tuesday, March 10, 2009 2:48 PM To: Steve Nguyen Cc: Bruce Barker; Greg Nelson Subject: FW: Written Ballot for Weld County Underground Water Users Association Steve, The mentioned document is attached for your review. I've cc: Bruce and Greg on this message as well to see how you all think best to address this matter. Thanks! Esther E. Gesick Deputy Clerk to the Board 915 10th Street Greeley, CO 80631 (970)356-4000 X4226 (970)352-0242 (fax) Original Message From: Esther Gesick Sent: Tuesday, March 10, 2009 8:33 AM To:'SteveNguyen@clearwatercolorado.com' Cc: Greg Nelson Subject: Written Ballot for Weld County Underground Water Users Association Steve, I don't have your telephone number on file, but I was wondering if you would give me a call regarding a piece of mail we received this morning. The letter is regarding a voting ballot for the Weld County Underground Water Users Association re: adoption of the Articles of Incorporation and Bylaws, which I'm not sure fall within the typical proxy voting you typically do for Weld County. Bruce is out of the office until Monday, so I just wanted to touch base with one of our delegated water guys to 1 see what you think. I can be reached at (970)356-4000 X4226. Thanks! Esther E. Gesick Deputy Clerk to the Board 915 10th Street Greeley, CO 80631 (970)356-4000 X4226 (970)352-0242 (fax) WIOc. Cp1ARAO0 WELD COUNTY ATTORNEY'S OFFICE 915 TENTH STREET P.O. BOX 758 GREELEY, CO 80632 WEBSITE: www.co.weld.co.us PHONE: (970) 336-7235 FAX: (970) 352-0242 March 31, 2009 Dale Trowbridge, Secretary Board of Directors Weld County Underground Water Users Assoc. P.O. Box 104 Lucerne, CO 80646 Re: Ballot Return Dear Dale: Enclosed is the ballot of the Board of County Commissioners of Weld County regarding the adoption of the Articles of Incorporation and updated Bylaws for the Weld County Underground Water Users Association, Inc. Please call me if there is anything else needed from the Board of County Commissioners. I may be reached at (970) 356-4000, ext. 4390. Sincerely, • > Bruce T. Barker Weld County Attorney Enc. pc: Clerk to the Board Esther Gesick From: Sent: To: Cc: Subject: Hi Bruce - Steve Nguyen [Steve@clearwatercolorado.com] Friday, March 27, 2009 6:14 PM Bruce Barker; Esther Gesick Greg Nelson RE: Written Ballot for Weld County Underground Water Users Association We do have one well under the Plan. It is the well that is used to irrigate the Public Works building and surrounding campus. However, they typically would attach a bill along with this. It might be worth checking with Public Works to see if we've been making annual assessment payments to them. As far as the sign off request, I couldn't tell if it was because you are a user or because you are the County. I suspect is it because you are a user. Steve Steve Nguyen, P.E., President Clear Water Solutions, Inc. (T) 970.223.3706 (F) 970.223.3763 www.clearwatercolorado.com Original Message From: Bruce Barker (mailto:bbarker@co.weld.co.us] Sent: Friday, March 27, 2009 9:55 AM To: Steve Nguyen; Esther Gesick Cc: Greg Nelson Subject: RE: Written Ballot for Weld County Underground Water Users Association Steve: Why is Weld County being asked to sign off on these? because we have a well that is covered by the WCUWUA, discern from the information they sent whether or not need to tell the Board why they would need to approve them. Any ideas? Thanks! Bruce. I assume it is but I cannot that is true. I and sign off on Original Message From: Steve Nguyen [mailto:Steve@clearwatercolorado.com] Sent: Wednesday, March 11, 2009 3:25 PM To: Esther Gesick Cc: Bruce Barker; Greg Nelson Subject: RE: Written Ballot for Weld County Underground Water Users Association Hi Esther - I do not see any issues voting in favor of this and recommend the County do so. Please let me know if you need anything further. Steve Steve Nguyen, P.E., President Clear Water Solutions, Inc. (T) 970.223.3706 (F) 970.223.3763 www.clearwatercolorado.com Original Message From: Esther Gesick [mailto:egesick@co.weld.co.us] Sent: Tuesday, March 10, 2009 2:48 PM To: Steve Nguyen Cc: Bruce Barker; Greg Nelson Subject: FW: Written Ballot for Weld County Underground Water Users Association Steve, The mentioned document is attached for your review. I've cc: Bruce and Greg on this message as well to see how you all think best to address this matter. Thanks! Esther E. Gesick Deputy Clerk to the Board 915 10th Street Greeley, CO 80631 (970)356-4000 X4226 (970)352-0242 (fax) Original Message From: Esther Gesick Sent: Tuesday, March 10, 2009 8:33 AM To:'SteveNguyen@clearwatercolorado.com' Cc: Greg Nelson Subject: Written Ballot for Weld County Underground Water Users Association Steve, I don't have your telephone number on file, but I was wondering if you would give me a call regarding a piece of mail we received this morning. The letter is regarding a voting ballot for the Weld County Underground Water Users Association re: adoption of the Articles of Incorporation and Bylaws, which I'm not sure fall within the typical proxy voting you typically do for Weld County. Bruce is out of the office until Monday, so I just wanted to touch base with one of our delegated water guys to see what you think. I can be reached at (970)356-4000 X4226. Thanks! Esther E. Gesick Deputy Clerk to the Board 915 10th Street Greeley, CO 80631 (970)356-4000 X4226 (970)352-0242 (fax) Hello