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From: 0711012007 06:58 4102 P. 004/012 <br /> Section 2. During the first year of the corporate existence of this corporation.the Directors.shall he as <br /> provided in the Certificate of Incorporation.Thereafter, they shall be elected by the Class A stockholders at <br /> the regular annual meeting thereof, or in case of failure to so elect.they may be elected at any special • <br /> meeting which may be called for that propose.and shall hold their office, unless removed as herein <br /> provided for the term of three years and until their successors are duly elected and qualified. or in case of <br /> election at a special meeting of the Class A stockholders, until the next annual meeting or until their <br /> successors are duly elected an qualified. <br /> Section 3. No person shall be eligible to the office of director who is not at the time of the closing of the <br /> Stock Transfer Books of the corporation prior to the election,or at the time of his appointment a <br /> stockholder of at least 10 shares of Class A stock in said corporation. and a transfer by a director of Class A <br /> stock such that his stock ownership is less than 10 shares ol'Class A stock shall operate as a resignation of <br /> his office and created a vacancy thereof. <br /> Section 4. If any vacancy shall occur in the Board of Directors.such vacancy shall be tilled, for the <br /> remainder of the un-expired term. from the Class A stockholders.at the meeting of the Board next following <br /> such vacancy. Any director may be removed for cause at any time by a vote of two-thirds in amount of all <br /> the Class A stock present and voting at any regular or special meeting of the stockholders called for that <br /> purpose. • <br /> • <br /> • Section 5, The territory served by the distribution system is hereby divided into seen (7)director • <br /> districts. said director districts being described upon the Director District map which is attached hereto as <br /> Exhibit ;\and incorporated into these Bylaws and made a part hereof. One director shall be elected from <br /> each ofsaid districts. .A person shall be eligible to the office of director only in the director district within <br /> which he either resides or takes delivery of the major portion of the water represented by the shares ot'Class <br /> • A stock owned by him. <br /> Section 6..In the event orally claim or complaint filed against or directed at any member of the <br /> Montezuma Valley Irrigation Company Board of Directors relative to conduct or actions taken within the <br /> performance of said director's duties. the Company is hereby authorized and directed to pay any and all <br /> costs of litigation including attorney fees liir the defense of said director or directors. <br /> • <br /> ARTICLE V <br /> Duties of Officers • <br /> Section 1. DUTIES OF PRESIDENT: It shall be the duty of the President to preside at all meetings of <br /> the stockholders and Directors of the corporation and to sign all certificates of stock and all papers. deeds. <br /> contracts and other instruments of writing authorized by the Board of Directors to be executed. I-fe shall <br /> sign the minutes of all meetings over-which he may preside and shall be ex-officio a member of all standing <br /> committees and shall have general supervision over the affairs of the corporation and perform such other <br /> duties as may be required of him by law.and these bylaws,and by the Board of Director..and in general. <br /> shall perform the duties and functions usually pertaining to and vested in the President of a corporation. <br /> Section 2. DUTIES OF ViCE-PRESIDENT: It shall be the duty of the Vice-President. in case of • <br /> sickness or other disability preventing the President from performing the duties of his office.to,perform and <br /> • . discharge the duties and functions pertaining to•the office of President.and such other duties as may be <br /> required of him by the Board of Directors. <br /> • <br /> Section 3. DUTIES OF SECRETARY AND ASSISTANT SECRETARY: The Secretary shall be ex- <br /> officio secretary of the Board of Directors and of any standing committee. It shall be the duty of the <br /> Secretary to give such notices as are required of all meetings of the stockholders and directors of the <br /> corporation and to attend all such meetings and act as the clerk thereof; to keep,record and preserve the <br /> minutes of all meetings of the stockholders and directors in appropriate record and to sign all such minutes • <br /> as Secretary, and to perform like duties for any standing committee. when required: to have the custody of <br /> the corporate seal,stock books. certificates and records of the corporation. and to attest the affixing of the <br /> MVIC Bylaws 4 Revised: June 14.2005 <br /> • <br />