HomeMy WebLinkAbout20010041.tiff RESOLUTION
RE: APPOINT DELEGATE TO REPRESENT WELD COUNTY AT ANNUAL MEETING OF
THE LUPTON MEADOWS DITCH COMPANY
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, it has been determined that Weld County should have a delegate to act as
its representative at the annual meeting of the Lupton Meadows Ditch Company, which is
scheduled for January 13, 2001, and
WHEREAS, the Board deems it advisable to appoint Frank Hempen, Jr., Director of
Public Works, as the delegate to represent Weld County at said meeting.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that Frank Hempen, Jr., Director of Public Works, be, and hereby is,
appointed as the delegate to represent Weld County at the annual meeting of the Lupton
Meadows Ditch Company, said meeting being scheduled for January 13, 2001.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign the proxy appointing Frank Hempen, Jr., to represent Weld County at said annual
meeting.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 3rd day of January, A.D., 2001.
BOARD OF C UNTY COMMISSIONERS
WELD CO Y, COLORADO
ATTEST: air
M. J. eile, Chair
Weld County Clerk to; e
1861 7.
O . .d EXCUSED
Glenn Vaad, Pro-Tem
BY: �.r /
Deputy Clerk to the e.= jj �` '1'' Q
Wi�. Jerke �
AP-PROVED AS T ORM: CN:i
David E. Long
my Atame(
Robert D. Masden
2001-0041
1oC . Pip BC0031
Please sign and mail the proxy now!! If present it will not be used.
Proxy For Voting Stock
I (print your name) M. J. Geile ,do hereby
constitute and appoint the standing Lupton Meadows President or
Frank Hempen. Jr., as my proxy to vote my share(s) at the
annual meeting of The Lupton Meadows Ditch Company Stockholders.
This proxy shall be for election or business votes of said company and
shall possess all the powers as if personally present. This proxy
hereby revokes all previous proxies and shall only be for the
meetin of January 13, 2001.
Signature W /'/,(t1
Date 01/03/2001
20`x'
I
Lupton Meadows Ditch Company
PO Box 305
Ft Lupton, Co. 80621
Lupton Meadows Bitch Cemaane
PO Box 305
Ft WOteu,Co.80621
Phone 970 785-2147
2000 Annual Shareholders Meeting
December 15,2000
NOTICE TO: Weld County Accounting Office
52 Share(s)
Dear Stockholder,
The annual meeting of stockholders for the Lupton Meadows Ditch Company has been
set, the meeting will be held at the Branding Iron Restaurant in Ft Lupton, Colorado, Highways
52 and 85, on Saturday the 13th of January, 2001. The meeting of the Lupton Meadows Ditch
Company will begin promptly at 1 PM with the Lupton Bottom meeting to begin on
adjournment of the Meadows, approximately at 3 PM. Due to the close ties between the
companies the Boards of both companies have once again decided to invite all stockholders to sit
in on both meetings, any votes will be by company stockholders only. The meetings shall be for
the election of directors and such other business as may properly come before this meeting. The
Board and the Company are facing some very important decisions in the near future and would
like to encourage you as a stockholder in this company to make every attempt possible to attend
and participate. The Board would also ask that you PLEASE take a moment to fill out the
enclosed proxy form and return it, if you are present your proxy will not be used, in the past there
has been times when we could not declare a quorum.
PS- An item on the agenda will be the amendment of the company's Articles of
Incorporation and By-Laws. The By-Laws committee has labored long and hard over these
amendments and now feels the company needs to move on them. A copy has been included in this
packet with any item to be removed having a line through it and any additions being underlined.
The committee left a large right hand border to make notes in. Please note the amendments
thoroughly and should you have any questions contact one of the committee members prior to the
meeting so we can deal with the amendments in a quick and concise manner at the annual
meeting. The committee members are :
Bob Kerr - 303 857-2020 , Bill Gee - 303 857-9337 , Bob Stahl- 303 857-0742,
Jim Vogl- 303 776-2306 , Jane Johnson 970 785-2714, Rene Salinas - 303 857-0563,
Corky Cantrell- 970 785-2147
Thank You, Howard(Corky) Cantrell,
Lupton Bottom Ditch Secretary,
2001-0041
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
THE LUPTON MEADOWS DITCH COMPANY
Know All Men by These Presents, That we, Lee Wilmoth,
President, and Belle Watson, Secretary of The Lupton Meadows
Ditch Company, a corporation duly organized and existing under
and by virtue of the laws of the State of Colorado, do hereby make
this certificate in accordance with the laws of the State of Colo-
rado, and state,to-wit:
FIRST. That at a special meeting of the Stockholders of The
Lupton Meadows Ditch Company duly and regularly called as
provided by the bylaws of said corporation and in accordance with
the statutes of the State of Colorado and held at Fort Lupton, Colo-
rado on the 27th day of January, A. D. 1939,the following resolu-
tion was presented and regularly adopted by an affirmative vote of
not less than two-thirds of the outstanding capital stock of said
corporation entitled to vote, in accordance with the statute of the
State of Colorado so made and provided, thereby amending Arti-
cles Six and Seven of the Certificate of Incorporation to read as
follows, to-wit:
Article 6
The principal office of this Company shall be kept in the Lup-
ton Meadows Ditch District, and the principal business of this
Company shall be carried on in the counties of Boulder and Weld,
State of Colorado.
Article 7
The Stockholders shall have power to make suitable bylaws
and to amend or repeal the same, and the Board of Directors shall
have power to make all needful rules and regulations for the equi-
table and economical use of water pro rata among the Stockholders
of the Company, and to levy and collect assessments against the
Stockholders for the maintenance of the Company's property, and
to pay claims constituting valid indebtedness against the Company,
and for such purposes as may be permitted by law, and to enforce
the collection of said assessments by the sale of stock of any delin-
quent Stockholder. At all Stockholders' meetings, cumulative
voting shall not be allowed.
SECOND. That the President and Secretary of the said corpo-
ration were, at said Stockholders' meeting, duly authorized and di-
rected to make, and file such certificate, as provided by law, setting
forth such amendment or amendments to the certificate of incorpo-
ration as adopted by the Stockholders of said corporation.
IN WITNESS WHEROF, We, the President and Secretary of
said corporation, have hereunto set our hands this 14th day of
March, A. D. 1939, and have caused the seal of the said corpora-
tion to be affixed hereunto.
(Corporate Seal) LEE WILMOTH,
President.
Attest:
BELLE WATSON, Secretary,
STATE OF COLORADO, )
)ss.
County of Weld )
Before me, Herman E. Crist, a Notary Public in and for the said
County and State, personally appeared Lee Wilmoth who being
first duly sworn upon his oath deposes and says: that he is the
President of The Lupton Meadows Ditch Company, a Colorado
corporation; that he has read the foregoing certificate of amend-
ment by him subscribed, and the facts therein set forth are true to
the best of his knowledge and belief.
LEE WILMOTH, President.
Subscribed and sworn to before me this 15th day of March, A.
D. 1939.
My commission expires October 30, 1940.
(Seal) HERMAN E. CRIST,Notary Public.
2
CERTIFICATE OF INCORPORATION
OF
THE LUPTON MEADOWS DITCH COMPANY
Known All Men by These Presents, That we, Lee A. Rey-
nolds, Albert F. Wulfekuhler and Arthur Ponsford, desirieusdesir-
ous of becoming a body politic and corporate under and by virtue
of the laws of the State of Colorado, do hereby make, execute and
acknowledge in quadruplicate this certificate in writing of our in-
tention so to do, and state:
I,
The corporate name of our said Company shall be THE LUPTON
MEADOWS DITCH COMPANY.
II.
The objects for which our Company is created are as follows:
(a)To acquire by purchase the following described water rights,
ditches, decrees, priorities, reservoirs, reservoir sites and shares of
stock in incorporated companies, as follows, to-wit:
Forty two (42) Forty-three (43) shares of capital stock of The
Lupton Bottom Ditch Company, incorporated under the laws of the
State of Colorado.
Also forty (10) twenty-five and one-half (25 '!) shares of the
capital stock of The Meadow Island Irrigation Company, incorpo-
rated under the laws of the State of Colorado.
Also ten (10) four (4) shares of the capital stock of The
Meadow Island Ditch Company No. 2, incorporated under the laws
of the State of Colorado.
Also the Elwood Ditch, having transferred 10 cubic feet of
water per second of time from the Elwood Ditch to the Lupton
Meadows Ditch Company to be delivered through the Lupton
Bottoms Ditch as documented in District Court Division #3 on
April 16th, 1927. Court Action 96148.
Also the Elwood Ditch, having its headgate in Section thirty
(30), Township two (2) North, Range Sixty six (66) West, Weld
County, Colorado; said ditch being entitled under and by virtue of
a decree entered on April 2841, 1883. by the District Court of the
Second Judicial District of the State of Colorado, sitting in the then
County of Arapahoe, said State, in a cause therein then pending
entitled "In the matter of a certain petition for adjudication of-the
priority of rights to the use of water for irrigation in water district
No. 2"to two priorities to the use of water out of the South Platte
River. to wit No. 20, of date March 10, 1871. entitling said ditch
to draw 37.60 cubic feet of water per second of time and--priority
No. 38, of date April 1. 1875, entitling said ditch to draw 80 .48
cubic feet of water per second of time.
3
Also the Theodore E tt'� a hea ga
the line between Sections nineteen (19) and thirty (30). in Town
ship two (2) North, Ramie Sixty six (66) West, Weld County,
Colorado, said ditch being entitled under and by virtue of said de
cree mentioned in the last preceding paragraph to three priorities to
the use of water out of the South Platte River. to wit. No. 35, of
date April 15, 1874, entitling said ditch to draw 13.15 cubic feet of
tltn`=
said ditch to draw 6.68 cubic feet of water per second of time. and
No. 42. of date May 10, 1876. entitling saia h t 21.^2
cubic feet of water per second of time.
if
Township Two (2) North, Range Sixty seven (67) West. con
structed for the purpose of draining the lands in the vicinity of said
ditch and for putting to a beneficial use the seepage waters drain
ing therein.
Also the Sullivan Reservoir No. 2, situated in Section Fifteen
(15), Township Two (2) North, Range Sixty seven (67) West,
Weld County, Colorado, and all water rights and rights to the stor
age and use of water initiated or acquired by virtue of the filing in
statement of claim and map whereby Dennis Sullivan claimed the
right to divert from the South Platte River, by means of the so
called Brantner Ditch, and store 38,526,000 cubic feet of water,
which said statement of claim and map was approved by the said
State Engineer August 8th, 1905, and b ars the official file number
of said Sties r ineer "2227".
Also the Sullivan Reservoir No. 3(AKA. Wheeler Lake), situ-
ated in Sections Twenty-seven (27) and Thirty-four (34), Town-
ship Three (3) North, Range Sixty-seven (67) West, Weld County,
Colorado, and all water rights and rights to the storage and use of
water initiated or acquired by virtue of the filing in the office of the
State Engineer of the State of Colorado of a statement of claim and
map whereby Dennis Sullivan claimed the right to divert from the
South Platte River by means of the Side Hill Ditch and the Lupton
Bottom Ditch 5,725,950 cubic feet (131.45 acre feet) of water,
which said statement of claim and map was approved by the State
Engineer July 14, 1905, and bears the office file number of said
State Engineer "2144", together with all rights, title and interest of
the said Dennis Sullivan in and to the land actually embraced
within the boumary of said reservoir as shown by said map. Civil
action #54658_
Also the Coal Ridge Waste Lake (AKA Sand Hill Lake) situ-
ated in Sections Twenty-t-three (23). Twenty-four (24). Twenty-five
4
(25) and Twenty-six (26), Township Two (2) North, Range Sixty-
seven (67) West, Weld County, Colorado Civil action ;154658.
Also seven (7) shares of the capital stock of the Slate Ditch
Company, incorporated under the laws of the State of Colorado.
Also the J&S Ditch Enlargement, having its headgate located at a
point whence the S. W. Corner Section Twenty-six (26). Township
Two (2) North, Ranee Sixty-seven (67) West.
Also all water rights and rights to the use of water appurtenant
to or in any manner connected with said ditches and each and all
the priorities mentioned in said decree or accruing by virtue of said
filings, statement of claims and map, or any thereof.
Subject, however, to the rights of the holders of certain water
rights which have heretofore been sold and conveyed by The Lup-
ton Meadows Irrigation Company, which said expected water
rights aggregate 2039-5000ths of the total amount of water which
said The Lupton Meadows Irrigation Company would be entitled
to use and enjoy by reason of its ownership of the water rights,
ditches and decrees and shares of stock in other companies above
described.
(b)To acquired by purchase, lease, contract or otherwise, such
other water rights, ditches, decrees, contracts, priorities or shares
of stock in other companies as may from time to time be deter-
mined by the Company.
(c )To pay for the water rights, ditches, decrees, contracts, pri-
orities and shares of stock in other companies by issuing to The
Lupton Coal Ridge Land Company five thousand (5,000) shares,
being the entire issue of the capital stock of this Company.
(d)To assume all of the future obligations of The Lupton
Meadows Irrigation Company in respect of certain contracts out-
standing for the delivery of water by it to the holders of said con-
tracts to the extent of 2039-5000ths of the total amount of water
which said Company was entitled by reason of its former owner-
ship of the water rights to be acquired by this Company, in consid-
eration of the transfer to this Company by The Lupton Coal Ridge
Land Company of two thousand and thirty-nine (2,039) shares of
the full paid stock of this Company, to be re-issued only to the re-
spective holders of said 2039-5000ths of the water rights of said
The Lupton Meadows Irrigation Company upon the surrender and
cancellation of said contract, upon the basis of one share of stock
for each 1-5000'h water right evidenced by said contracts to be sur-
rendered, the excess of said shares, if any, to be returned to said
The Lupton Coal Ridge Land Company.
(e)All of the water to which this corporation may hereafter be
entitled to divert, impound or use shall be appropriated and held to
the exclusive use of its Stockholders, and whenever there is avail-
able water the owners of the capital stock of the corporation shall
5
be entitled each year to use the pro rata share thereof for the irriga-
tion of one acre of land for each share of stock so owned, under
such rules, regulations and limitations as the Board of Directors
may adopt; no water shall ever be furnished to any person who is
not a Stockholder in the Company, except to said water contract
holders of The Lupton Meadows irrigation Ditch Company, so
long as said contracts shall be outstanding, nor shall water be fur-
nished to any Stockholder except pro rata with all other Stockhold-
ers and without priority one for the other.
None of the objects and purposes above enumerated shall be
construed as being in derogation of the general rights conferred by
law upon corporations of this character, but this corporation shall
have all the rights, benefits and privileges by law conferred upon
corporations of like character, whether or not the same shall have
been herein before specifically set forth and described.
(f)To transport foreign waters as may be contractually obli-
gated either now or in the future as long as said obligations do not
interfere with the normal operation of the Company.
III.
The original capital stock of this corporation shall bewas Two
Hundred Thousand Dollars ($200,000.00), divided into five thou-
sand shares (5000) of the par value of Forty Dollars ($40.00) per
share. Said stock shall be assessable.
IV.
That term of existence of this corporation shall be twenty (20)
-err andin perpetuity after the date of the filing of the cer-
tificate in the office of the Secretary of State of the State of Colo-
rado.
V.
The affairs of this corporation shall be governed and controlled
by a Board of three ()five (5) Directors. and the following named
persons shall be the Directors of the Company for the first year of
its corporate existence, and until their successors are elected and
qualified, namely, Albert F. Wulfekuhler, Lee A. Reynolds and
Arthur Ponsford.
VI.
The principal office of this Company shall be kept in the Lup-
ton Meadows Ditch District, and the principle business of this
Company shall be carried on in the counties of Boulder and Weld,
State of Colorado.
VII.
6
The Stockholders shall have the power to make suitable bylaws
and to amend or repeal the same, and the Board of Directors shall
have power to make all needful rules and regulations for the equi-
table and economical use of water pro rata among the Stockholders
of the Company, and to levy and collect assessments against the
Stockholders for the maintenance of the Company's property, and
to pay claims constituting valid indebtedness against the Company,
and for such purposes as may be permitted by law, and to enforce
the collection of said assessments by the sale of the stock of any
delinquent Stockholder. At all Stockholders' meetings, straight
voting shall be allowed, cumulative voting shall not be allowed.
rxi rutrnrL'cc xxn n t t t-,,.,a,. ...,a
seals-this-3-1-4 day of December, 1915
•
(Signed) LEE A. REYNOLDS (Seal)
STATE OF COLORADO, )
)ss.
City and County of Denver )
T u—T ira _u t n t li • o f F1
•
•
•
•
Given under my hand and official seal this 31`" day of Decem
berr.-1 T
My commission expires July 1'_"', A. D. 1919-
(Sgal) tarn r t nxn a ElSEN non
Notan Public.
BYLAWS
OF
THE LUPTON MEADOWS DITCH COMPANY
7
ARTICLE I.
Stockholders' Meetings.
The annual meeting of the Stockholders of this corporation
shall precede by one day the data, of the annual meeting of The
Lupton Bottom Ditch Company. Special meeting of the Stockhold-
ers may be called at any time by the Board of Directors or by
Stockholders owning a majority of the capital stock issued and out-
standing.
At all meetings of the Stockholders, the owners of a majority of
the stock issued and outstanding, represented in person or by
proxy, shall constitute a quorum for the transaction of business.
Each Stockholder present or represented by proxy shall be entitled
to as many votes as he represents shares of stock.
ARTICLE IL
Board of Directors.
Section 1. The Board of Directors shall, after the first year, be
annually elected to three year staggered terms by the Stockholders
at their the annual meeting. All elections shall be by ballot plurality
vote, acclamation accepted when the number of positions is equal
to the number of candidates on the ballot. and the Directors
elected shall hold their offices until their successors are elected and
qualified or until they are removed, as herein provided.
Section 2. Vacancies. Vacancies occurring in the Board of Di-
rectors may be filled by the Board for the remainder of the term.
Section 3. Removals. Directors shall be elected for the period
of ene-three years, but may be removed at any time for malfea-
sance and misfeasance in office by a majority vote of all the stock
issued and outstanding. Should a Director part with his his/her
stock, voluntarily or otherwise, he-that Director shall be deemed to
have thereby resigned his his/her office as such Director, and the
vacancy thereby caused shall at once be filled.
ARTICLE Ill.
Election Commission.
Two election commissioners shall be elected by a show of
hands at the annual meeting to serve a one-year term. Duties shall
include overseeing and running of all elections, conducting role
call, establishing a quorum and issuin,g ballots
ARTICLE I111\'.
Officers.
8
The Board of Directors shall elect as officers of the Company,
a President, Vice President, Secretary and Treasurer. The office of
Secretary and Treasurer may be held by the same person, and all
officers shall be elected for the period of one year and until their
successors are elected, but may be sooner removed by the Board of
Directors. No officer shall receive a salary as such unless author-
ized and fixed by the Board of Directors.
ARTICLE IV.
Directors' Meetings.
Section 1. The Board of Directors shall meet at such times as
they may determine, and any Director may call a special meeting at
any time, provided notice is given to all of the Directors of such
meeting by personal notification or by mailing notices to their ad-
dresses, as shown on the books of the Company, at least three days
before the time of such proposed meeting, or by telegraph or tele-
phone at least two days before the time of such meeting. Any
meeting of the Board of Directors, however called, at-whip-II-all-el
consent, with an established quorum, shall be valid, notwith-
standing the fact that it may not have been called in the manner
aforesaid.
Section 2. Quorum. The majority of the Board of Directors
shall constitute a quorum for the transaction of business.
ARTICLE VI.
Duties of Officers.
Section 1. President. The President shall be the chief executive
officer of the Company. He-The President shall sign all notes and
official papers of the Company and attend to such other duties as
the Board of Directors may authorize.
Section 2. Vice President. In the absence of the President, the
Vice President shall perform all of the duties which shall belong to
the President.
Section 3. Secretary. It shall be the duty of the Secretary to
give notice of the calling of the meetings of the Board of Directors
and Stockholders. He The Secretary shall prepare and keep proper
books of record and account and such other books as the Directors
may prescribe. He-The Secretary shall make report to the Direc-
tors and to the Stockholders when required. He—The Secretan
shall sign all notes, countersign and register all certificates of stock
9
and sign and attest all documents requiring his the Secretary's sig-
nature, attaching the corporate seal of the Company to all instru-
ments requiring the seal, and perform all the duties incidental to his
the office. He-The Secretary shall keep the books of the Company
ready for the inspection of the Stockholders and Directors at am_
by appointment.
Section 4. Treasurer. The Treasurer shall be the custodian of
the moneys of the Company, which he-shall be deposited to the
credit of the Company in some bank approved by the Board of Di-
rectors. He-The Treasurer shall sign all checks on the bank ac-
count of the Company. He-The Treasurer shall render a statement
of his transactions performed as Treasurer of the Company at such
times as the Board of Directors or Stockholders may require, and
exhibit his the books and accounts to any Director or Stockholder
when an applications appointment is made at his the Treasurer's
office a..
Section 5. Superintendent. The Board of Directors shall be
authorized to appoint a Superintendent who shall have control of
the construction, care and management of the ditch and reservoir
of the Company, and the distribution of water. He The Superin-
tendent shall in all matters be subject to the direction of the Board
of Directors and he-the Superintendent may appoint one or more
assistants subject to the approval of the Board of Directors. The
Superintendent and such assistants shall receive such salary as the
Board of Directors may determine. Except that he the Superinten-
dent cannot be a Director.
ARTICLE VII.
Transfer Books.
The transfer books of the Company shall be closed for two
• days preceding any meeting of the Stockholders.
ARTICLE VIII.
Shares of Stock and Water Rights.
Each Stockholder shall be entitled to a certificate embossed
with the Company's seal representing his/her shares of stock. The
shares of stock shall represent the rights of the respective owners
to the use of water in the Company's system. Whenever there is
available water +rt- the company's irrigation system. each stock
helder shall be entitled ach year to sufficient water for-the irria
lion of one acre of land for each share-of-s
'1nd water shall be measured-at-the point of den. by-the con3-
pam I te-the-iits-of the consu-rners—In time of shortage of wa-
10
ter, the Company may devise a system of delivering water to
groups of Stockholders in rotation. No check or obstruction of any
kind shall be placed in any ditch or lateral of the Company except
by approval of Directors. No Stockholder shall be entitled to the
delivery of any water except through a headgate and measuring
weir, to be constructed by t-heto Company specifications and paid
for by the Stockholder before the delivery of any water.
Shares of stock shall be transferable only upon the books of the
Company, upon the surrender of the original certificate, properly
endorsed, transfer fee paid. and all certificates which are surren-
dered and canceled shall be so noted by the Secretary, and re
attached to the proper stubs in the certiffeate-b k. No stock shall
be transferred until all assessments and charges thereon are fully
paid.
All assessments shall be levied by the Stockholders pro rata
upon all of the stock of the Company_ and any assessment may be
The time or times
and amounts of payment of the assessments shall be determined in
the resolution levying the same. The Secretary shall mail to each
Stockholder of record, at his the Stockholder's post office address,
as shown upon the books of the Company, a notice of such as-
sessment, the amount thereof, and the time e t es-when the same
is payable. If any Stockholder shall not have registered his a post
office address with the Secretary, he—that Stockholder shall be
deemed to have waived notice by mail of all assessments. All no
. The Com-
pany shall have a paramount lien on all stock held or subscribed by
each Stockholder to secure the payment of the subscription price or
assessments levied on the stock of each Stockholder, and all inter-
est upon such assessments and costs of collecting such assessments
and interest, by sale, suit or otherwise. Any Stockholder failing to
pay any assessment levied upon his his/her stock at the time fixed
for the payment thereof shall pay interest upon his the delinquent
subscription or upon all delinquent amounts, at the rate of 6-8 per-
cent per annum or $25.00 whichever is greate
fef- that such amount shall remain unpaid thirty days
after call, and in case such default shall continue for the period of
two years, the Secretary shall report the same to the Board of Di-
rectors, who may order the stock sold to the highest bidder at pub-
lic auction, for the purpose up paying the amount due to the Com-
pany and the costs and expenses of the sale. In the event the Board
of Directors shall order the stock sold as aforesaid, the Secretary
shall make demand upon the Stockholder for the amount due, by
mailing a notice to his the Stockholders address, as shown upon
the books of the Company, notifying him the Stockholder that said
Il
stock will be sold if payment is not made. If payments shall not be
made within sixty days from the mailing of such notice by the Sec-
retary, the Secretary shall cause notice of such sale to be given by
publishing the same for four weeks in any weekly newspaper pub-
lished in Weld County, Colorado, which notice shall state the name
or names of the delinquent Stockholders, the number of shares de-
linquent and the time and place of the sale, and he the Secretary
shall also deposit in the Post Office, postage prepaid, a similar no-
tice delivered to the delinquent Stockholder at his—the Stock-
holder's address, as the same appears upon the stock book of the
Company. At such sale sufficient of said stock shall be sold to pay
the amount due, together with interest and cost of publication and
making the sale. The amount realized from the sale in excess of
the amount due on the subscription or assessment, with interest at
six eight percent, per annum from the time when the same became
due, and the expense of the notice and sale, shall be paid to the
Sstockholder whose shares were forfeited and sold. A new certifi-
cate shall be issued to the purchaser at such sale for the stock so
sold and a suitable notation made upon the books of the Company
to show such transfer.
ARTICLE IX.
Use of Water.
Section 1.
A. The water of this Company, or to which it may be entitled
shall be carried for, and delivered only to, the Stockholders of this
Company, or such Stockholder, as a Stockholder shall direct.
B. Water represented by ownership of Common Stock of The
Lupton Meadows Ditch Company or water represented by agree-
ments, contracts or decrees standing or decreed in the name of the
Company shall not be transferred, used or utilized by any Stock-
holder or user of said water without first being diverted through the
historical diversion points of The Lupton Meadows Ditch Com-
pany as presently constructed or as may be hereafter constructed.
Section 2.
Each Stockholder shall be entitled to the proportion of water
carried in the ditch of this Company that the number of shares
owned by them bears to the whole number of shares issued and
outstanding, said water to be delivered in full pro rata share at hi;
his/her historical diversion point from the ditch.
Section 3.
A. Deliveries of water to the Stockholders of the Company
shall be measured at the headgates and subsequent weirs of the
Stockholders, and this Company in no event assumes any responsi-
12
bility for the maintenance, operation or repair of, or distribution of
water from, any private laterals connected with the Company's
ditch.
B. My Stockholder not desiring to use for himself the water
from said ditch to which they are entitled on account of their capi-
tal stock ownership in any year, shall have the right to dispose of
such water for such year to another or others; but in no event shall
water represented by the ownership of capital stock of The Lupton
Meadows Ditch Company be transferred, use or utilized of any
Stockholder or user of said water without first going through the
historical diversion points of The Lupton Meadows Ditch Com-
pany as presently constructed or as may be hereafter constructed.
The Company assumes no responsibility for delivery of such trans-
ferred or leased water and under no circumstance will the Com-
pany construct new gates or obstruct the flow of water in the Com-
pany's ditch by checks or otherwise. My such transfer of a certifi-
cate, right or right to use water shall be subject to the review and
approval of the Board of Directors, which may refuse to approve
such transfer it would adversely effect the ability of the Company
to deliver to each shareholder their a full allocation of water.
C. My shareholder wishing to divert their water at a point
other than their-the historical diversion point shall submit a plan for
approval to the Board of Directors, said plan shall account for any
significant losses, shrink evaporation or others, that the Company's
ditch may suffer as a result of such a change. The Board may ref-
use to approve such plan if it would adversely affect the ability of
the Company to deliver to each shareholder their a full allocation
of water.
Section 4.
All Company headgates and checks in the Company's ditch shall
be operated and be maintained by, and be under the exclusive con-
trol of the Company. No Stockholder or any other person shall
have the right to interfere with, reconstruct, repair, change or alter,
open or close said devices in a matter whatsoever.
Section 5.
No person shall have the right to run water in the Company's
ditch except a shareholder of the Company in the ordinary course
of the Company's business, and in accordance with these bylaws
when read as a whole, and the rules and regulations and standard
policies of the Company as adopted and promulgated from time to
time by the Board of Directors of the Company. The Board may at
its sole discretion, grant others a license to use the ditch of the
13
Company for the purpose of transporting water under such terms
and conditions, and at such times, as it will not interfere with the
Company's obligation to deliver water to its shareholders for agri-
cultural purposes, or the Company's ability to maintain its ditch
and structures. In accepting any license, such licensee shall hold
the Company harmless from any and all liability or damage that
may be suffered by the Company, or by a person or Stockholder,
by reason of the licensee's use of the Company's ditch and struc-
tures, without regard to such licensee's negligence or the negli-
gence of the Company, and such licensee shall have no right of
contribution or indemnity from the Company. Further, such licen-
see shall be strictly liable to the Company for any damage to the
Company's ditch or structures by reason of its use of the Com-
pany's ditch and structures. The Board of Directors shall set a fee
to be charged for such a license.
ARTICLE VIII.
c kcrt..mate
The company hereby adopts the following form of stock cer
tificate, viz.:
INCORPORATED CINDER THE LAWS OF
THESTnTE OF CO nn ADO
Tx-r-cvx c•vc..... .��.
No Shares
T rrrn_ TO MEADOWS DITCH !'OMPANY
(a mutual irrigation company)
THIS IS TO CERTIFY, That
is the owner of shares of the capital
• 'tal-stock of this Corn
(1 )All and singular the provisions of the articles of incorpora
• chorines and amend-
,n;av be hereafter made
(2)Water shall be delivered to the several stockholders.-with
outpeerit) one-rwer-a+i er. and shall-be-measured at the-point of
x er"-f om th rrigation system_
14
(3)This stock is subject to assessment to meet annual expenses
and cost of maintenance, and no transfer will be recognized by the
Company while any assessment is delinquent
(1I)No water will be furnished upon this certificate while any
assessment or any portion thereof may he in arr rs.
IN WITNESS WHEREOF. The Lupton M idotcs Ditch Corn
many has caused this e--ertificate to he g a a s
authorized officers, and to be s filed with its corporate seal,
this day of 19
Secretary. President
PAR VALUE
SHARES S110.00 EACH
ARTICLE IX,
Seal.
The corporate seal of the Company shall contain the words
"The Lupton Meadows Ditch Company, Colorado," arranged in a
circle, enclosing the word "Seal," as shown by the impression fol-
lowing:
(Impression in Original Bylaws)
ARTICLE XI
Committees.
The Board of Directors may appoint from their number such
standing committees as they may deem advisable for the conven-
ient conduct of the Company's business, and may, in like manner,
appoint special committees from time to time, in the discretion of
the Board. Such committees, whether special or standing, shall
have and exercise for the Company, such powers and authority as
may be expressly conferred upon and delegated to them, respec-
tively, by the Board of Directors.
ARTICLE XII.
Order of Business.
The following order of business shall be observed at the meet-
ings of the Directors: Reading of the minutes of the last meeting;
reports of officers; reports of standing committees; reports of spe-
cial committees; unfinished business; new business.
The order of business at meetings of the Stockholders shall be
prescribed by the Board of Directors usin< Roberts Rules of
15
Proper Parliamentary Procedure as a guideline. at a meeting pre
ceding a regular annual stockholders' meeting, or by bylaws to be
hereafter adopted.
ARTICLE XIII.
Amendments.
These bylaws may be amended or supplemented at any regular
meeting of the Stockholders, or at a special meeting called for that
purpose.
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