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<br /> <br /> <br />Originally Adopted Deeember 7. 1889 <br />BY.LAWS <br /> <br />As amended & In force April 1. 2003 <br />THE IDGH LINE CANAL COMPANY <br />ARTICLE 1 <br />Stockholders' Meetings <br /> <br />SECTION I-Annual Meetings: The annual <br />meeting of the stockholders of The Higb Line Ca- <br />na] Company sball be held on the second Monday <br />in December of each year at the office of the Com- <br />pany in Rocky Ford, Otero County. Colorado, or <br />at such other place In said city as the board of di" <br />rectors shall select, which place of meeting shall <br />be clearly designated in the published and mailed <br />notices of all meetings. <br />SECTION 2: At the regular annual meeting of <br />the stockholders, or in case of failure for any rea- <br />son to hold an annual meeting, then at a special <br />meeting of the stockholders, a board of directors <br />shall be elected from among the stockholders to <br />serve for the ensuing year and until their succes- <br />sors shall have been elected. <br />SECTION 3 - Special Meetings: Special <br />meetings of the stockholders shall be called at any <br /> <br />14 <br /> <br />Ules ofthe proceedings of the stockholders' meet- <br />ings. <br />SECTION 5 - Voting: The stockholders may <br />vote either in pelllon or by proxy and sball be en- <br />titled to one vote for each share of stock standing <br />in their respective names; a fraction of a share shall <br />entitle the holder thereof to the same fraction of <br />one vote, and cumulative voting shall be allowed. <br />Stockholders' meetings. both regular and special. <br />shall be presided over by a chairman elected by <br />tbe stockholders present from their number. <br /> <br />ARTICLE n <br /> <br />Board of Directors <br /> <br />SECTION 1 _ Term: The members of the <br />board of directors shall bold their offices for the <br />term of one year and until their successors shall <br />have been elected and shall have entered upon the <br />duties of their offices. <br />SECTION 2 - Vacancles: Should any va- <br />cancy occur in the board of directors, by death. <br />resignation or otherwise, a majority of the remain- <br />ing directors shall have the power to fiI] the va- <br />cancy for the balance of the term by electing some <br />one who shall be a stockholder to serve for the <br /> <br />13 <br /> <br />time when those holding atlellllt one-third of the <br />Capital Stock shall make a written request there- <br />for to the president stating the .object of the pro- <br />posed meeting; and the board of directors may also. <br />at any time. when in its judgment the same becomes <br />necessary, call a special meeting. Notice of such <br />special meetings shall be given by the secretary in <br />the manner prescribed by law and the notices of <br />special meetings shall state the object and purpose <br />of such meeting and the business to he transacted <br />thereat. and no business shall be transacted at a <br />special meeting except the noti*e thereof set forth <br />and state what business will be .there transacted. <br />SECTION 4 - Credentials (:ommlttee: Prior <br />to the election of directolll the $tockholders shall <br />in such manner as they shall see.fit, appoint acom~ <br />minee of three of tbeir own number to be known <br />as a comminee on credentials. the members of <br />which committee shall be the inspectors of said <br />election and the judges of the q\1aUfications of the <br />voters, and which committee s~all prescribe mles <br />and regulations,for voting not inconsistent with the <br />law, or with the articles of incC?rporation and by- <br />laws of the Company, and shall make a certificate <br />of the result of the election, which certificate shall <br />be entered in full by the secretary upon the min- <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />IS <br /> <br />balance of the term in which the vacanoy occurs. <br />SECTION 3 - Duties: The Board of Direc- <br />tors shall have the whole charge. superyision and <br />management of the property, business ~nd affairs <br />of the company, shall audit or cause to be audited <br />all books and aCcounts of the Company, shall ex- <br />amine and pass upon all bills against the,Company <br />and shall cause to be filed in the office of the sec- <br />retary all bills, vouchers, accounts and 'other evi- <br />dences of debt to or of the company. No bill. ac- <br />count, or voucher shall be paid by the Company <br />until audited and approved by the board of direc- <br />tors. unless otherwise specially ord~ by said <br />board. The board of directors shall ~h employ <br />such agents of the Company as may be "ecessary, <br />shall fix tbe salaries of the same and of the officers <br />of the Company and shall transact an~ supervise <br />all ofthe business ofthe Company in suCh manner <br />as it may deem to be for the best interest of the <br />Company. <br />SECTION 4: The board shall havd power, in' <br />the absence of the president or vice-ptesident at <br />meetings of the board. to appoint a cMinnan pro <br />tem, and during the prolonged absence of the presi- <br />dent or any other officer. or of a member of the <br />board. to declare the office vacant and appoint a <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br /> <br />I <br />