HomeMy WebLinkAbout20091970.tiffSeptember 1, 2009
Shareholders
Rural Ditch Company
Dear Shareholders:
Please find enclosed a copy of the bylaws of the Rural Ditch Company which were amended at a
Special Stockholders Meeting held August 20, 2009. There were 36.21 of the 50.00 shares of
stock in the Ditch Company represented in person or by proxy and all shares represented voted
unanimously to amend the bylaws with the addition of Paragraph 7.1 Headgates.
Sincerely,
Dan Grant
Secretary/Treasurer
Rural Ditch Company
(303) 776-7207
P.O. Box 1826
Longmont, Co. 80502-1826
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BYLAWS
OF THE
RURAL DITCH COMPANY
ARTICLE I
Principal Office
1.1 The principal office of the Rural Ditch Company ("company") shall be determined by the
board of trustees of the company and located in or within the vicinity of Longmont, Colorado.
ARTICLE II
Stockholders
2.1 Annual Meetings. Annual meetings of the stockholders shall be held each year at a date,
time and place determined by the board of trustees for the purpose of electing trustees and for the
transaction of such other business as may come before the meeting.
2.2 Special Meetings. Special meetings of the stockholders may be called for any purpose by
the board of trustees and shall be called by the board of trustees upon the written request signed
by stockholders owning one-third or more of the total stock of the company.
2.3 Notice of Meetings. Notice of the annual meeting of the stockholders shall be given to
the holders of outstanding common stock by written notice stating the place, date and time of the
meeting. Notice of a special meeting shall also be given by written notice and shall include the
purpose or purposes for which the meeting is called. All notices shall be delivered to each
stockholder entitled to vote at such meeting, either in person or by mail, not less than 10 nor
more than 60 days before the date of the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the stockholder at the address as
it appears on the stock transfer books of the company with postage prepaid.
2.4 Quorum. A majority of the outstanding shares of the stock of the company, represented
in person or by proxy, shall constitute a quorum at the meeting of the stockholders.
2.5 Voting of Shares. Each outstanding share of stock as shown by the records of the
company shall be entitled to one vote at any meeting of the stockholders. A stockholder may
vote by proxy executed in writing.
ARTICLE III
Board of Trustees
3.1 General Powers. The business and affairs of the company shall be managed by its board
of trustees.
3.2 Trustees. There shall be 5 trustees, and each trustee shall serve a 2 -year term. Trustees
must be stockholders or authorized representatives of a stockholder of the company. Authorized
representatives serving as trustees must deliver a letter signed by the stockholder(s) of record of
a particular stock certificate stating that the authorized representative represents the
stockholder(s) of record and is authorized to serve as trustee of the company. Such letter must be
notarized and delivered to the company within 30 days after the authorized representative was
elected as trustee. The terms of the trustees shall be staggered so that no less than 2 and no more
than 3 trustees shall be elected at each annual meeting. For the first year that this bylaw
provision is in effect, 2 trustees shall be elected for a 1 -year term, and 3 trustees shall be elected
for a 2 -year term. Each elected trustee shall hold office until his or her successor shall have been
elected and qualified.
3.3 Meetings. A meeting of the board of trustees may be called at any time by the president
or by 2 trustees upon 3 -days written notice by mail or 24 -hour notice in person, by telephone or
by electronic communication. Trustees may attend meetings by teleconference or other
electronic means approved by the board of trustees.
3.4 Meetings without Notice. For a meeting that does not have the required notice, the acts
of a meeting shall be valid as if the meeting had been duly and regularly called and held if: [1]
all trustees are present at the meeting; [2] all trustees sign a written consent to the meeting on the
records of the meeting; or [3] all trustees sign an approval of the minutes of the meeting.
3.5 Quorum. Three trustees shall constitute a quorum for the transaction of business at any
meeting of the board of trustees.
3.6 Vacancies. Any vacancy occurring on the board of trustees may be filled by the
affirmative vote of a majority of the remaining trustees.
3.7 Compensation. Trustees may be reimbursed for expenses of attendance at each meeting
of the board of trustees. They may be paid a fixed sum for attendance or a stated salary with the
approval of the stockholders.
ARTICLE IV
Officers
4.1 Officers. The officers of the company shall consist of a president, vice president,
secretary, treasurer and superintendent. The offices of secretary and treasurer may be held by
one person. The president and vice president shall be elected by the trustees at their first board
meeting following the annual meeting. The other officers do not need to be stockholders or
authorized representatives of stockholders of the company and shall be appointed by the board of
trustees at any meeting and shall hold office at the will of the board of trustees.
4.2 President. The president shall preside at the meetings of the trustees and the stockholders
and shall call special meetings of the board of trustees at such times as he or she may deem
necessary. The president shall have general charge and supervision of the company's business
and sign certificates of stock, notes, bonds, agreements, deeds and other documents to be entered
into by the company. The president shall perform other duties as are usually performed by the
chief executive officer of a company.
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4.3 Vice President. The vice president shall perform all the duties of the president in case of
the absence or other inability of the president to act.
4.4 Secretary. The secretary shall keep a correct record of all meetings of the stockholders
and trustees and other records that are required to be kept by the board of trustees. The secretary
shall collect all moneys due to the company and pay them to the treasurer. The secretary shall be
the custodian of the seal, books and papers of the company and shall keep a record of all of the
company's business transactions. The secretary shall give notice of the meetings of the
stockholders and trustees and shall perform other duties as the board of trustees may direct.
4.5 Treasurer. The treasurer shall be responsible for all funds and securities of the company,
for receiving and giving receipts for moneys due and payable to the company, and for depositing
all such moneys in the name of the company. The treasurer shall keep accurate accounts of all
receipts and disbursements and when requested by the board of trustees, provide a complete
statement of accounts of the company. In the discretion of the board of trustees, the treasurer
shall provide a bond for the faithful performance of the treasurer's duties in an account as the
board of trustees may determine appropriate.
4.6 Superintendent. The superintendent, under the supervision of the president and the board
of trustees, shall have charge of the ditch and the repairs thereof The superintendent shall keep
the time of the laborers and report the same to the board of trustees at each regular meeting or
whenever called upon by the president. The superintendent shall control the headgates,
measuring boxes, flow of water and distribution of the water in the ditch. The board of trustees
shall supervise the duties of the superintendent.
4.7 Salaries. The salaries of the officers shall be fixed by the board of trustees. No officer
shall be prevented from receiving such salary by reason of the fact that he or she is also a trustee
of the company.
4.8 Term of Office. The president and vice president shall each hold office for 1 year until
his or her successor has been duly elected and qualified, or until his or her death, resignation, or
removal from office by the board of trustees.
ARTICLE V
Stock
5.1 Fractional Shares. No transfer of stock less than 0.25 of a share shall be transferred
without the express written consent of the board of trustees.
5.2 Certificates. Certificates representing shares in the company shall be in such form as
may be determined by the board of trustees. Such certificates shall be signed by the president
and secretary. Certificates for shares shall be consecutively numbered. The person or entity in
whose name appears on the books of the company shall be deemed by the company to be the
owner (or lien holder) for all purposes.
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5.3 Transfers. No new certificates shall be issued until the original certificate for the same
number of shares is surrendered and canceled. No stock shall be transferred while the
stockholder requesting to transfer such stock is indebted to the company. Transfer of stock shall
be made on the stock transfer books of the company by the stockholder of record or by its legal
representative upon surrender for such cancellation of the certificate for such stock and a duly
executed assignment thereof. The assignee shall pay the company a transfer fee plus any
reasonable attorney's fees and other costs incurred by the company over and above those
generally incurred, if any, related to the transfer of stock, including but not limited to researching
and reviewing documents, and, if necessary, filing and prosecuting an interpleader action to
determine ownership of certificates of which the company receives conflicting claims or requests
to transfer. The transfer fee shall be determined on an annual basis by the board of trustees.
5.4 Lost Stock Certificates. In case of a lost or destroyed stock certificate, the stockholder
requesting the replacement certificate must comply with the requirements of C.R.S. 7-42-113,
114, 115 and 116 as they now exist or hereafter are amended. In the alternative, the board of
trustees may, in its sole discretion, approve the issuance of a replacement certificate if the
stockholder provides a lost instruments bond to the company.
ARTICLE VI
Liens and Assessments
6.1 Levying Assessments.
6.1.1 Board Recommendation. The board of trustees shall recommend to the
stockholders of the company at the annual meeting or a special meeting called for that
purpose the assessment upon each share of stock for the costs incurred for the operation
and the maintenance of the ditch for the next year.
6.1.2 Stockholders' Levy. No assessment shall be made unless a quorum is present at
such an annual meeting or a special meeting and a majority of the voting shares
represented at the meeting, either in person or by proxy, vote in favor of levying such
assessments. Assessments levied by stockholders at annual or special meetings shall be
due and payable to the Company within 30 days of the date of the notice sent to the
stockholders.
6.1.3 Directors' Levy. If the stockholders either fail to hold any such meeting or fail to
authorize any such assessment pursuant to ¶6.1.2, then the board of trustees shall have the
power to make such assessment for such year at any regular or special meeting called for
that purpose. Said assessments shall be due and payable to the company on or before a
date established by the board of trustees at such meeting, but no less than 30 days after
notice of such assessment is sent to the stockholders.
6.2 Minimum Assessments. Stockholders owning less than 0.50 shares shall be assessed for
0.50 shares, and stockholders owning more than 0.50 shares but less than 1 share shall be
assessed for 1 share.
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6.3 Forfeiture and Sale.
6.3.1 Notice of Forfeiture. If any stockholder fails to pay the assessments owed on any
share of stock when due, then the secretary or treasurer shall deem the share(s) forfeited
and sell so much of the stock as necessary to pay such assessment, accrued interest,
reasonable attorneys' fees, publication costs and other expenses of sale upon first giving
60 days written notice and demand for payment by certified mail, return receipt
requested, deposited in the United States mail addressed to the stockholder at the address
as it appears on the stock transfer books of the company with postage thereon prepaid.
6.3.2 Commercial Sale. All sales in connection with forfeitures shall be held in a
commercially reasonable manner and shall include publishing notice of the sale of the
stock being sold in newspapers of general circulation in Boulder County not less than 4
times prior to the sale of the stock. Any proceeds of the sale in excess of the past due
assessments and expenses incurred to sell the stock shall be paid to the forfeiting
stockholder.
6.3.3 Purchase by Company. The company may purchase any forfeited stock and hold
it as treasury stock of the company.
6.4 Failure to Pay Assessments. Stockholders with past due assessments shall not be entitled
to the distribution of water pursuant to their stock while their assessments remain unpaid, and the
board of trustees may withhold the distribution of water from any stockholder until said
delinquent assessments are paid.
6.5 Right to Vote. The right of a stockholder to vote at any meeting of stockholders shall be
suspended during the period that any assessment is overdue and not paid as determined by the
board of trustees.
6.6 Lien on Stock. The company shall have a perpetual lien on all shares of stock and the
water rights represented thereby for any unpaid assessments until the stockholder fully pays the
assessments, the special assessments, accrued interest and penalties or the company deems the
stock forfeited and sells the stock for nonpayment of assessments.
6.7 Interest Due. All assessments or indebtedness of the company if not paid when due, after
60 days of such delinquency, shall draw interest at the rate of 18 percent per annum until paid.
6.8 Legal Action. An action may be maintained in the name of the company to recover any
installment of any assessment that is due and unpaid for the period of at least 60 days after
written demand has been deposited in the United States mail addressed to the stockholder at the
address as it appears on the stock transfer books of the company with postage thereon prepaid.
This remedy is cumulative and shall not affect or impair the right of the company to forfeit and
sell the stock as provided in these bylaws.
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ARTICLE VII
Headgates, Ditches and Water Administration
7.1 Headgates. The superintendent shall divert water from the main ditch of the company to
the stockholders into headgates that are approved and authorized by the board of trustees. All
headgates and diversion structures for taking water out of the main ditch shall be under the
control of the board of trustees and superintendent. Any construction of headgates must be
approved by the board of trustees and shall be in accordance with best irrigation and water usage
practices and engineering feasibility. The cost of all headgates shall be paid for by the
stockholders served by the headgate. No new headgate shall be constructed unless the amount of
water to be delivered is equal to or greater than the amount the owner of one share of stock is
entitled to receive.
7.2 Responsibility for Laterals. The company is responsible only for maintaining the main
ditch and for delivering water to the headgates serving the stockholders. Lateral ditches off of
the main ditch must be maintained and kept in good condition by the individual stockholders
using those lateral ditches. Stockholders shall hold the company harmless for any damages
incurred as a result of improper maintenance of the lateral ditches.
7.3 Interference with Ditch. No stockholder shall construct or install any structure that
crosses or encroaches upon the ditch easement or relocate or pipe the ditch without the
company's prior written approval. The stockholder shall pay the company a fee for the
interference and reimburse the company for its reasonable attorneys' fees, engineers' fees and
other expenses and costs incurred in approving the crossing, encroachment, relocation or piping.
7.4 Administration of Water. Subject to the laws of the State of Colorado and any contracts
or other agreements entered into by the company, the board of trustees and the superintendent, as
directed by the board of trustees, shall have all authority and discretion to determine how and
when to run water in the company's ditch for the collective benefit of the stockholders. The
company and board of trustees shall not be liable for a shortage of water from any cause
whatsoever and shall have the right at all times, when in the judgment of the board of trustees it
may be reasonably necessary, to stop the running of water in order to make repairs, changes or
alterations.
7.5 River Headgate Diversions. All water diverted under any priority decreed to the Rural
Ditch off of Boulder Creek and/or Idaho Creek and all waters otherwise diverted by the company
off of Boulder Creek and/or Idaho Creek must enter the Rural Ditch at its river headgate.
Likewise, all water to which any stockholder is entitled by virtue of the stockholder's ownership
of company stock cannot bypass the Rural Ditch river headgate or the measuring structure, if
any, of the Rural Ditch.
ARTICLE VIII
Indemnification
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8.1 Except to the extent that such sums are covered by insurance, the company shall
indemnify any trustee, officer or employee who is a party to or may be made a party to any
threatened or pending civil action, suit, or proceeding arising out of a tort committed by an
employee or resulting from his actions taken as a trustee, officer or employee, for expenses
(including attorney's fees), judgments and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit, or proceeding, unless such person's
acts or omissions were dishonest, fraudulent, malicious, criminal, ultra vires or the result of gross
negligence. The protection afforded in this section shall not restrict other common-law
protections and rights that a trustee or officer may have.
ARTICLE IX
Rules and Regulations
9.1 The board of trustees may adopt and revise rules and regulations for the operation and
administration of the ditch.
ARTICLE X
Effect of Bylaws
10.1 If any paragraph of these bylaws is declared void by a court of law, the remaining
paragraphs of these bylaws shall remain in full force and unaffected.
ARTICLE XI
Amendments
11.1 These bylaws may be amended or repealed with approval by a majority of the stock
represented in person or by proxy at an annual meeting or a special meeting of the stockholders
called for that purpose and at which a quorum is represented in person or by proxy.
ARTICLE XII
Bylaw Certificate
12.1 The secretary of the company shall certify that he/she is the secretary of the Rural Ditch
Company, a Colorado mutual ditch corporation, and further certify that these bylaws are
authorized by the company and are a complete and correct copy of the presently effective bylaws
of the company. Such certificate shall be executed on behalf of the company.
Dated:
,J 20, 2 o0 9
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Secretary
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