PROJ02054

• Contract/PO #: C150201
• Contractor Name: Carpenter and Mitchell Ditch Company
• Contract Type: Loan
• Water District: 71
• County: Montezuma
• Loan Projects - Doc Type: Feasibility Study

I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I

agenda will be stated in the notice.
3.4. Informal Action by Members. Any action that may be taken at a meeting of the
Members, except election of directors and amendment of bylaws, may be taken without
a meeting if a consent in writing, setting forth the action taken, is signed by all of the
Members entitled to vote. Informal actions may be made by phone poll with a written
record of the results, and such actions are to be ratified at the next meeting of
Members.
3.5. Quorum. A quorum consists of a majority of the Members of the Company. If a quorum
is not present, a majority of Members present may adjourn the meeting to another time
without further notice.
3.6. Proxies. At any meeting of Members, a Member entitled to vote may vote by proxy
executed in writing and dated by the Member. No proxy will be valid for more than
eleven months.
3.7. Manner of Acting. A majority of votes, either in person or by proxy, shall decide a
matter brought to the Members, unless a greater proportion is required by these
bylaws. All meetings of the Members are to be managed in a businesslike but informal
manner, and Robert's Rules of Order shall apply if needed.
3.8. Order of Business. The order of business at the annual Membership meetings will be
conducted as follows: roll call, proof of quorum, approval of minutes, nominations for
election of Directors, presentation of reports, approval of budget, payment of expenses,
unfinished business, new business, election of Directors, and adjournment.

Article IV. Rights and Obligations of Members
4.1. Right to Receive Water. A Member of the Company has the right to direct the
Company to receive irrigation water, including Adjudicated Water and Project Water,
on the Member's behalf and to convey and deliver the water to the Member's Point of
Delivery subject to any applicable restrictions.
4.2. Regulation of Flows. The Company will regulate flows and deliveries of irrigation water
in the Ditch so that the correct amount of water is delivered to each Member based
upon priorities of Adjudicated Water and availability of Project Water.
4.3. Contributions. Each Member has the right and obligation, through volunteer or in-kind
contributions, to help keep the Ditch in good repair in order to benefit all Members and
the Company. However, the Company shall have control of all work performed on the
Ditch and Members will not be paid for work or other contributions unless approved by
the Board. The Board may enter into contracts with Members (including Directors) to
perform work for the Company, and may ratify acts performed by a Member as a
reimbursable expense.
4.4. Compliance. The Members are obligated to comply with these Bylaws, the
Declaration, any other applicable rules and regulations, and to timely pay approved
dues and assessments, and act as responsible stewards of the Company and its
assets.
4.5. Management of Member's Property. The Members are obligated to provide and
maintain irrigation water facilities on their own lands, and to manage their own
operations in a way that protects and preserves the facilities of the Company and does
not create harm or damage to other Members or their property.

Article V. Board of Directors
5.1. General Powers. The affairs of the Company will be managed by a Board of Directors
("Board") elected by the Members.
5.2. Number, Tenure and Qualifications. The Company will have three Directors, and each
shall be a Member. The Term of a Director is three years, and the initial Terms will be