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<br />2.5 The Initial Members agree to share in common their respective individual rights to
<br />access and use the head gate, the point of diversion and easements for the Ditch with
<br />the Company in order for the Company to manage the Ditch on behalf the Membership.
<br />The Company may, in turn, make its shared access and use of the head gate, point of
<br />diversion and easements for the Ditch available to a lender to secure financing.
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<br />Article III. Meetings of Members
<br />3.1. Annual Meeting, An annual meeting of the Members will be held on the first Tuesday in
<br />March of each year, or other date as stated in the meeting notice, for the purpose of
<br />electing Directors and for the transaction of such other business of the Company.
<br />3.2. Special Meetings. Special meetings of the Members may be called by the President, the
<br />Board of Directors, or at the request of at least two Members.
<br />3.3, Notice of Meetings. Written notices stating the place, day, and hour of any meeting of
<br />Members will be delivered by an officer, either personally or by mail, to each Member, at
<br />least 10 days before the date of the meeting. The purposes of the meeting and the
<br />agenda will be stated in the notice.
<br />3.4. Informal Action by Members. Any action that may be taken at a meeting of the
<br />Members, except election of directors and amendment of bylaws, may be taken without a
<br />meeting if a consent in writing, setting forth the action taken, is signed by all of the
<br />Members entitled to vote. Informal actions may be made by phone poll with a written
<br />record of the results, and such actions are to be ratified at the next meeting of Members.
<br />3.5. Quorum. A quorum consists of a majority of the Members of the Company. If a quorum
<br />is not present, a majority of Members present may adjourn the meeting to another time
<br />without further notice.
<br />3.6. Proxies. At any meeting of Members, a Member entitled to vote may vote by proxy
<br />executed in writing and dated by the Member. No proxy will be valid for more than
<br />eleven months.
<br />3.7. Manner of Acting. A majority of votes, either in person or by proxy, shall decide a matter
<br />brought to the Members, unless a greater proportion is required by these bylaws. All
<br />meetings of the Members are to be managed in a businesslike but informal manner, and
<br />Robert's Rules of Order shall apply if needed.
<br />3.8, Order of Business. The order of business at the annual Membership meetings and
<br />other meetings as applicable, will be conducted as follows: roll call, proof of quorum,
<br />approval of minutes, nominations for election of Directors, presentation of reports,
<br />approval of budget, payment of expenses, unfinished business, new business, election of
<br />Directors, and adjournment.
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<br />Article IV. Rights and Obligations of Members
<br />4.1. Right to Receive Water. A Member of the Company has the right to request the
<br />Company to receive their irrigation water, including Adjudicated Water and Project Water,
<br />on the Member's behalf and to convey and deliver the water to the Member's Point of
<br />Delivery subject to any applicable restrictions.
<br />4.2, Regulation of Flows. The Company will regulate flows and deliveries of irrigation water
<br />in the Ditch so that the correct amount of water is delivered to each Member based upon
<br />the priorities of Adjudicated Water and availability of Project Water.
<br />4.3, Contributions. Each Member has the right and obligation, through volunteer or in-kind
<br />contributions, to help keep the Ditch in good repair in order to benefit all Members and
<br />the Company. The Members will not be paid for work or other contributions unless
<br />approved by the Board. The Board may enter into contracts with Members (including
<br />Directors) to perform work for the Company, and may ratify acts performed by a Member
<br />as a reimbursable expense.
<br />4.4. Compliance. The Members are obligated to comply with these Bylaws, the Declaration,
<br />any other applicable rules and regulations, and to timely pay approved dues and
<br />assessments, and act as responsible stewards of the Company and its assets.
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