Florida Canal ByLaws & Florida Canal Enlargement ByLaws
Adopted December 20th, 1893
ARTICLE I - THE LOCATION OF OFFICES
Sec. 1 - The principle office of the Company shall be at Durango, Colorado. The company may also have an office at Denver, Colorado.
1993 Change: Sec. 1 - The office of the Company shall be at Durango, Colorado, La Plata County.
ARTICLE II - STOCKHOLDERS AND THEIR MEETINGS
Sec. 1 - All meetings of the stockholders of this Company shall be held at the principle office in Durango.
1993 Change: Sec. 1 - All meetings of the stockholders of this Company shall be held at the office in Durango, Colorado, La Plata County.
Sec. 2 - The annual meeting for the election of Directors and the transaction of such other business as may come before them shall be held on the second Tuesday in August in each year.
AMENDMENT ADOPTED AT ANNUAL MEETING OF THE FLORIDA CANAL COMPANY HELD OCTOBER 5, 1949:
Sec. 2 - The annual meeting for the election of the Directors and the transaction of such business as may come before them shall be held on the second Tuesday in November of each year.
Sec. 3 - Notice of such annual meetings shall be given by the publication of a call for such meeting in a newspaper published in the City of Durango at the time and in the manner prescribed by law.
Sec. 4 - Special meetings of the stockholders shall be called by the President whenever requested by resolution of the Board of Directors. No business shall be acted upon at any special meeting of the stockholders except such as shall have been specified in the call for such meeting.
Sec. 5 - Notice of the call of the special meeting stating the purposes thereof shall be given as provided by law, or in the absence of such provision in the same manner as notice of annual meeting.
Sec. 6 - At the time and place named for such meeting the President of the Company, or in the case of his absence, the Vice-President, or in the absence of the Vice-President, a member of the Board of Directors shall call the meeting to order, which may then proceed to the transaction of business, provided a majority of the stock is represented. If a majority of the stock shall not be represented such meeting may be adjourned by the stockholders present; but if at the time and place appointed for an annual meeting, a majority of the stock shall not be represented, such annual meeting may be adjourned by the stockholders present for a period not exceeding 60 days.
AMENDMENT ADOPTED AT ANNUAL MEETING OF THE FLORIDA CANAL COMPANY ON OCTOBER 5, 1949:
ARTICLE II Sec. 6 - At the time and place named for such meeting the President of the Company, or in case of his absence, the Vice-President, or in the absence of the Vice-President, a member of the Board of Directors shall call the meeting or order, which may then proceed to the transaction of business, provided a majority of the stock is represented; if a majority of the stock shall not be represented such meeting may be adjourned by the stockholders present; but if at the time and place appointed for an annual meeting, a majority of the stock shall not be represented, such annual meeting may be adjourned by the stockholders present to any date within twelve (12) months fixed by them, or may be adjourned until the next ensuing annual meeting, the directors of the corporation then holding office shall hold over and remain in office until the next ensuing annual meeting. In the event of adjournment beyond 60 days, notice of the adjourned meeting shall be given in accordance with the notice provision given in these By-Laws.
Sec. 7 - At all meetings of the stockholders each stockholder shall be entitled, in person or by proxy, to as many votes as shares of stock shall be standing in the name of such stockholder on the books of the Company.
Sec. 8 - The stockholders shall at each annual meeting elect by ballot, five of their number to be Directors. The persons receiving the votes of the majority of the stockholders attending, either in person or by proxy, provided a majority of the stock is represented, shall be Directors for the ensuing year, and until their successors shall have been elected and qualified.
1993 Change: Sec. 8 - The stockholders shall at each annual meeting elect, by ballot, five from their number, including stockholder's authorized representatives, to be Directors. The person receiving the votes of the majority of the stockholders attending, either in person or by proxy, provided a majority of the stock is represented, shall be Directors for the ensuing year, and until their successors shall have been elected and qualified. In order to stagger director terms, commencing with the November 1993 annual meeting, two (2) directors shall be elected for a three (3) year term, two (2) directors for a two (2) year term and one (1) director for a one (1) year term. Upon expiration of said staggered terms, all succeeding directors shall be elected for three (3) year terms.
1993 Change: NEW ARTICLE II Sec. 9 - An authorized stockholder's representative shall be so authorized by a power of attorney, renewed on an annual basis, from said stockholder which complies with Colorado law, but in no event shall more than two (2) shareholder's representatives serve at any time on the board of directors. Said original power of attorney shall be delivered to and held by the Company subject to use and immediate return by the principal or agent.
ARTICLE III - THE BOARD OF DIRECTORS AND THEIR MEETINGS.
Sec. 1 - The Board of Directors shall have all the powers of the Corporation and all the management of its business, unless otherwise provided by law. They shall appoint and remove all officers, agents and employees of the Company, prescribe their duties, fix their compensation, and require, when deemed advisable, security for their faithful services. They shall make rules and regulations not inconsistent with law and these By-Laws for the guidance of the Company's officers and agents. They shall generally possess all the powers and perform all the duties usually exercised by or imposed upon Directors or Trustees of similar Corporations.
Sec. 2 - Meetings of the Board of Directors may be called by the President when he shall deem the same necessary. The President shall at any time call a meeting of the Board upon the request in writing of three or more Directors. Such meetings may be held at the Principal office in Durango or in the City of Denver, as the President may direct.
1993 Change: Sec. 2 - Meetings of the Board of Directors may be called by the President when he shall deem the same necessary. The President shall at any time call a meeting of the Board upon the request in writing of three or more Directors. Such meetings shall beheld in Durango, Colorado, La Plata County.
Sec. 3 - Timely notice of the time and place of each meeting must be given to each Director personally or in writing. Notice by wire, fax, regular or electronic mail shall be deemed sufficient notice.
Sec. 4 - A majority of the Directors shall constitute a quorum for the transaction of business, provided less than a quorum may adjourn from time to time and from place to place. All questions shall be decided by the vote of a majority of the Directors present.
Sec. 5 - In case of a vacancy in the Board of Directors, occurring by death, resignation, failure to accept the office, inability to discharge the duties thereof, or otherwise, before the expiration of the term, it shall be filled by the remaining Board by the election of a duly qualified person, who shall hold his office for the remainder of the term of the person whose vacancy he shall be elected to fill. In case of resignation, it shall be competent for the resigning member to vote at the election of his own successor, unless his resignation shall have previously taken effect.
Sec. 6 - Each Board of Directors, at the first meeting after their election and qualification, or any adjournment thereof, shall elect from among their number a President and a Vice-President, and shall also elect or appoint a qualified person or persons to be Secretary and Treasurer.
ARTICLE IV - OFFICERS
Sec. 1 - The officers of the Company shall be a President and a Vice-President.
Sec. 2 - The subordinate officers shall be a Secretary, a Treasurer, and a Superintendent.
1993 Change: Sec. 2 - The subordinate officers shall be a Secretary and a Treasurer.
Sec. 3 - Assistance officers may be from time to time appointed or employed by the board as the needs of the Company may require.
Sec. 4 - Any person may be appointed to hold and perform the duties of any two subordinate offices. The President may hold the office of Treasurer but not Secretary.
Sec. 5 - All subordinate officers and assistants shall serve at the pleasure of the Board until removed or replaced.
ARTICLE V - THE PRESIDENT
Sec. 1 - The President shall be the presiding member of the Corporation, its chief executive officer, an ex-officio member of all Committees of the Board, and he shall preside at all meetings of the stockholders or the Board at which he shall be present.
Sec. 2 - He shall generally control, supervise and manage the affairs of the Company and its officers and employees consistent with the Company's Articles, By-Laws and Rules and Regulations.
Sec. 3 - In addition to his general powers and duties he shall have such special powers and perform such special duties as may be prescribed by the By-Laws or by resolution of the Board of Directors.
ARTICLE VI - THE VICE-PRESIDENT
Sec. 1 - The Vice-President shall have such authority and perform such duties as may at any time be delegated to him by the Board of Directors, or the President, and in the absence of the President the duties and powers of his office shall be performed and executed by the Vice-President.
ARTICLE VII - THE SECRETARY
Sec. 1 - The Secretary shall keep true and correct records of all meetings of the Board of Directors, and of the stockholders.
Sec. 2 - It shall be his duty to cause to be published and given as required by law and these By-Laws notice of all meetings of stockholders, and the closing of the transfer books.
Sec. 3 - It shall be his duty to send due and timely notice of all regular and special meetings of the Board of Directors or adjournments thereof unless notice is waived by unanimous written consent.
Sec. 4 - He shall, in writing, notify each Director and officer of his election and each member of a Committee of his appointment.
Sec. 5 - He shall transmit, to the officers of the Company, duly certified copies of all resolutions of the Board or any Committee thereof relating to their duties and the performance thereof.
Sec. 6 - He shall have the custody of the corporate seal, and shall affix the same to appropriate documents when required by law or other parties dealing with the Company or by the President, Vice-President or Board of Directors. In addition, the Secretary shall attest to official acts of an officer as required or deemed necessary.
Sec. 7 - His headquarters shall be at the City of Durango, where he shall keep the stock ledger of the Company, and shall have charge of all other books connected with the issue, transfer and surrender of the Certificates of stock of the Company. He shall cause all surrendered Certificates to be canceled before issuing new ones in their places, and such canceled certificates to be preserved. He shall use due diligence to obtain as far as practicable the address of each stockholder and shall keep such list or books of the stockholders as may be required by law.
1993 Change: Sec. 7 - His headquarters shall be in the City of Durango, Colorado, La Plata County,
where he shall keep the stock ledger of the Company and shall have charge of all other books connected with the issue, transfer and surrender of the Certificates of stock of the Company. He shall cause all surrendered Certificates to be canceled before issuing new certificates and shall preserve all canceled certificates. He shall use due diligence to obtain, as far as practicable, the address of each stockholder and shall keep such list or books of the stockholders as may be required by law.
Sec. 8 - He shall prepare and make out before every stockholders' meeting, a full, true and correct list, in alphabetical order, of the names of all the persons in whose name or names any stock shall stand on the books of the Company at the time of the closing of the transfer books previous to such meeting, enter, opposite each name, the number of shares held by each, and shall certify such list for use at such meeting.
Sec. 9 - He shall attend to such other business of the Company as may from time to time be assigned him by the President or Board of Directors or any of its Committees.
ARTICLE VIII - THE TREASURER
Sec. 1 - The Treasurer's office shall be in Durango or Denver as the Board of Directors may direct, and he shall have the charge and custody of all funds, credits and securities of the Company; also of all written contracts, deeds, policies, leases and evidence of title to Real Estate, subject to the order of the Board of Directors.
1993 Change: Sec. 1 - The Treasurer's office shall be in Durango, Colorado, La Plata County, and he shall have the charge and custody of all funds, credits and securities of the Company, written contracts, deeds, policies, leases and evidence of title to Real Estate, subject to the order of the Board of Directors.
Sec. 2 - He shall deposit all moneys coming into his hands to the credit of the Company, in such depository as shall be designated by the Board, and disburse the same in accordance with such rules, regulations and resolutions as the Board may from time to time establish or adopt.
Sec. 3 - He shall submit a report of the financial condition of the Company whenever called for by the Board of Directors, but no less than annually.
ARTICLE IX - THE SUPERINTENDENT
1993 Change: ARTICLE IX - THE DITCH RIDER
Sec. 1 - It shall be the duty of the Company's authorized representative to care for and properly maintain the ditches and reservoirs of the Company and to keep the same in repair. He shall see to it that each shareholder has the portion of water to which he is entitled under the provision of these By-Laws.
ARTICLE X - THE STOCK AND TRANSFERS
Sec. 1 - All transfers of shares must be made on the books of the Company, and be duly signed by the stockholder in person or by the duly authorized attorney of such stockholder, subject to the rules and regulations of the Company relating to transfers in force at the time.
1993 Change: Sec. 1 - All transfers of shares shall be made on the books of the Company, signed by the stockholder in person or by the duly authorized agent of such stockholder, subject to the then current rules and regulations of the Company relating to transfers. The stock records as kept by the Company shall constitute the official records of the Company which shall be prima facie evidence of ownership. Each shareholder accepting stock shall be deemed to have acquiesced in and agreed to the provisions set forth in these By-Laws. Each stock certificate issued by the Company shall contain the following endorsements:
"Outstanding assessments against this stock shall constitute a first, prior and perpetual lien."
"Ownership subject to by-laws, rules and policies of the Company, available for inspection."
Sec. 2 - In all cases of transfers, the certificate or certificates representing the shares to be transferred, or any part thereof, must be surrendered for cancellation simultaneously with the making of the transfer. No new certificate shall be issued until the prior certificate has been canceled.
Sec. 3 - Certificates of stock must be signed by the President or Vice-President and attested by the Secretary, and shall have attached thereto the corporate seal of the Company.
Sec. 4 - The stock and transfer and certificate books shall, in the absence of any special rules or regulations, be kept in the usual manner; the certificates shall be bound in books of convenient size, and the stub shall contain the number of such certificate, its date, the name of the stockholder to whom the same was issued, the number of shares thereby represented, and if issued in lieu of a certificate surrendered for cancellation, the number of the certificate canceled and the number of shares thereby represented. A receipt shall be taken on such stub or otherwise, as may be convenient, upon delivery of each certificate. Certificates surrendered and canceled shall be placed back in the books whence originally issued, and carefully preserved.
Sec. 5 - No certificate of stock shall be issued in place of one stated to have been lost or destroyed except under resolution of the Board upon satisfactory proofs of actual destruction, and a bond may be required to be given with sufficient securities in at least double the amount of the par value of the shares represented by the certificate alleged to have been destroyed, indemnifying the Company against any and all loss, damage or other liability by reason of such missing certificate.
1993 Change: Sec. 5 - In addition to compliance with C.R.S. 7-42-113 through C.R.S. 7-42-117, with respect to lost, destroyed, or otherwise unavailable stock certificates, any claimant of a stock certificate shall sign an indemnification agreement with the Company indemnifying the Company for any claims of any nature arising out of the issuance or proper refusal to issue a replacement stock certificate, indemnification to include attorneys' fees and clerical, administrative and litigation costs.
Sec. 6 - The Board of Directors may at any time adopt such additional and further rules and regulations (not inconsistent with these By-Laws) relating to the issuance, transfer or safe keeping of stock certificates, as it may deem advisable.
ARTICLE XI - THE DIVISION AND ALLOTMENT OF WATER
Sec. 1 - Each stockholder in the Company shall be entitled, upon application, to so much water as may be necessary for irrigation or cultivation of his lands and for domestic purposes, not exceeding one cubic foot of water per second of time for each ten shares of stock owned by him, said water to be allotted by the Board of Directors upon application by the shareholder desiring to be furnished with water. The canal being in course of construction for a capacity of 200 cubic feet of water per second, the Directors shall, as soon as necessary for supplying the demands of the stockholders for water, continue and complete the work necessary to make the canal carry said 200 cubic feet of water per second of time. When the Directors shall have allotted all the water the ditch is in condition to carry and there shall be further applications for water by shareholders, it shall be their duty to put said ditch in condition so that it will furnish water to all such applicants, and until it is such condition they shall not allot any further water. Shareholders applying for water shall be furnished the same immediately, if the ditch be in condition to carry such water and if at the time of any application the ditch be not in condition to deliver more water, such applicant shall receive water at the commencement of the irrigation season following such application, provided that application be made not less than sixty days before the commencement of such irrigating season. The Directors are not, however, required to increase the capacity of said ditch beyond 200 cubic feet per second. The priorities of all shareholders using water from the Company's canal to said limit of 200 cubic feet, shall be equal without regard to the time when water may have been allotted. Upon the allotment of water to any stockholder, the President shall issue an order to the superintendent to deliver water to such shareholder. The Secretary shall keep a record of all applications for water and of the allotment thereof.
Sec. 2 - Water shall be furnished continuously during the irrigating season, except as hereinafter provided, and at no other time, and shall be used only for domestic purposes, and to irrigate or cultivate the lands owned by the stockholder taking the same, and none other. Under no circumstances shall any water be used for mining, milling or mechanical power, or for any other purpose not directly connected with or incidental to the purposes above mentioned.
Sec. 3 - No stockholder shall permit the water furnished him or any portion thereof to run to waste; but as soon as a sufficient quantity of water shall have been used for the purposes herein allowed the shareholder so receiving the same shall shut off said water and keep the same shut and turned off until the same shall be again needed for the purposes aforesaid; but in no case shall the amount of said water taken or received by each shareholder exceed one cubic foot flowing over a weir per second for each ten (10) shares of stock held by him.
1993 Change: Sec. 3 - No stockholder shall permit any portion of the water delivered to him to run to unnecessary waste; but a soon as a sufficient quantity of water shall have been used for the purposes herein allowed, the shareholder so receiving the same shall request the Company's authorized representative to shut off said water and keep the same shut off until the same shall be again needed for the purposes aforesaid; but in no case shall the amount of said water taken or received by each shareholder exceed one cubic foot per second measured by a weir for each ten (10) shares of stock held by him. Water requested shall be diverted from the Canal unless the requesting party notifies the company's authorized agent that diversion of all or part of such water is not desired AND said agent indicates that canal operations would permit such non-diversion.
Sec. 4 - The water shall be delivered to the respective shareholders by the Company
at a point in the Company's canal most convenient to the lands of the said respective shareholders. No water shall be taken out except through dividing or measuring boxes, and the Company shall furnish and put in for the shareholders such boxes as the Board of Directors shall think best. The manner of regulating and withdrawing the supply from the lateral ditches or subsidiary canals taking water from the Company's ditch, shall be prescribed by the Directors, and shall at all times be under their control.
1993 Change: Sec. 4 - The water shall be delivered to the respective shareholders by the Company at a point in the Company's canal most convenient to the lands of the said respective shareholders. All water shall be delivered to the shareholders through a weir or division box and gate in the main channel, dividing the same as nearly as may be in proportion to the amount of stock each holds, which said manner of division shall be uniform the entire length of said ditch. Diversion works may be locked, and shall be under the absolute control of the Company and its officers. Any stockholder in any manner interfering with the same shall forfeit all right to the use of water from said ditch under his said stock until the problem has been resolved to the satisfaction of the Board of Directors. Every stockholder shall receive the water to which he is entitled, and has called for, at the aforesaid box or division gate, and care for the same so that it may not commit waste or damage. By reason of many years of established use, practice and measurement, and in order to preserve the efficiency of operation and administration by limiting the number of take-outs on the main canal, no additional headgates or weirs will be added. The obligation of the Company to deliver water shall be limited to the quantity entitled to at said headgates, weirs or division boxes on the main canal, less reasonable transportation and ditch losses.
Sec. 5 - It shall be the duty of the Directors to keep and maintain the main canal and reservoirs in good order and condition, and, in case of damage to the same by accident, to repair the injury occasioned by said accident as soon as practicable and expedient; and each shareholder after having water allotted to him, shall thereafter pay to said Company, whether he continuously used said water or not, his proportionate share of the cost of maintaining and keeping said ditch and reservoirs in repair and of the other ordinary and necessary expenses of the Company. Such share of the maintenance, repair and expense shall be paid annually on the first day of January in each year and shall be a sum of money which shall bear the same ratio to the whole cost of such maintenance, repairs and expenses as the amount of water allotted to each shareholder shall bear to the whole amount of water which shall have been allotted on the first day of July in the previous year. Upon failure of any stockholder to pay any sum or sums due by him on account of his proportionate share of maintenance, repairs and expense on or before the first day of January in any year, he shall not be entitled to water, and the same shall be shut off and kept shut off until the sum so due for any year shall have been paid; and if any such sum or sums shall remain unpaid sixty (60) days after the same shall become due, the same may be collected by action at law. No transfer of stock will be permitted while the holder thereof is indebted to the Company. The Directors may establish and enforce such other rules and regulations, and provide and declare such other penalties and forfeitures, as they may deem necessary or expedient for the purposes of enforcing and collecting delinquent payments.
Sec. 6 - If by reason of any cause the supply of water shall be insufficient to fill and flow through the Company's canal, according to its estimated capacity, or if from any other cause, the supply shall be insufficient to furnish an amount equal to all the water rights then allotted, such water as may flow through said canal shall be distributed pro rata to the shareholders to whom water shall have been allotted; and, for the purpose of so doing, the Directors may establish and enforce such rules and regulations as they may deem necessary or expedient.
Sec. 7 - In case of any dispute between different stockholders concerning their supply of water, as among themselves, or concerning the use of water from the laterals or subsidiary canals taking water from said Company's canal, the same shall be referred to the Board of Directors of said Company, and its decision shall be final.
Sec. 8 - No stockholder shall make any claim for loss or damage by reason of any leakage or overflow of said canal, or any of its reservoirs, lakes or laterals, upon any land or lands belonging to him, anything in any statute, law or custom to the contrary not withstanding. Any shareholder making such claim and not prevailing shall be liable for and pay all attorney's fees and expenses and costs of litigation including expert witness fees.
Sec. 9 - Any stockholder transferring or in any way parting with his shares of stock shall cease to be entitled to water and no person claiming to own shares of stock shall be entitled to water until such shares are transferred to him on the books of the Company, and water shall have been allotted to him as hereinbefore provided.
AMENDMENT ADOPTED AT SPECIAL MEETING OF BOARD OF DIRECTORS HELD MAY 16TH, 1922, AND APPROVED BY STOCKHOLDERS AUGUST 8, 1922.
ARTICLE XI Sec. 10 - Upon the failure of any stockholder to pay any sum or sums due from him on account of his proportionate share of maintenance, repairs and expenses as the same shall have been assessed, or any interest thereon, for a period of sixty days after the same shall have become due and payable by the terms of the assessment, the Board of Directors may, upon giving such stockholder thirty days previous notice of demand for the amount due, in person or in writing duly mailed to the last known address of such stockholder, offer the shares of stock standing in the name of such stockholder for sale at public auction to the highest bidder at the west front door of the County Court House in Durango, Colorado, and upon such sale the stock so sold shall be declared forfeited and a new certificate therefore shall be issued to the purchaser or purchasers at such sale. The proceeds of any such sale, over and above the amount due on said shares, shall be paid to the delinquent stockholder.
ARTICLE XII - THE BY-LAWS
Sec. 1 - Each shareholder or his authorized agent, upon receiving his certificates of stock, shall acknowledge receipt of the current By-Laws. All shareholders shall give their mailing address, and upon changing the same, shall at once notify the Secretary, for the purpose of giving all notices to members of meetings, etc. The address as shown on the books of the Company shall be deemed the correct address.
Sec. 2 - These By-Laws may be altered, amended or repealed, in whole or in part, by the stockholders at any duly called meeting provided a written statement of the proposed changes and a copy thereof is sent by the Secretary to each stockholder by mail, at least thirty days before the meeting at which such change is to be voted upon. The proposed change shall be adopted by the vote of two-thirds of stock present or represented by proxy constituting a quorum which vote shall be taken and recorded by yeas and nays.
Sec. 3 - These By-Laws shall take effect and be in force immediately after their adoption.
1993 Change: ARTICLE XIII - MISCELLANEOUS
Sec. 1 - DITCH EASEMENT: In most cases the easement for the Company's water distribution drainage and waste systems (canal, etc.) is prescriptive. The canal easement has been established by use since the inception of the Company, together with other appurtenant easements, over a period of a number of years; and under Colorado law, sufficient space on either side of the centerline of a ditch or canal for operation and maintenance thereof is included in such prescriptive easement. The Company's easements are generally not exclusive, but in most cases are prior in time to any other encroaching use. Private property interests, public access and utility interests, and other legitimate property or access interests encroaching within or upon the Company's prescriptive easement will have to recognize the extent of the Company's rights, and in the event an encroachment is unlawful, the Company shall be fully reimbursed for clerical, administrative, legal, engineering and any other expenses incurred in defending its easement rights. Nothing herein shall preclude collection of fees and expenses as provided elsewhere in these By-Laws.
Sec. 2 - INDEMNIFICATION:
(1) The Company shall indemnify officers and directors for reasonable expenses, including attorney's fees, incurred in any proceeding where such officer or director is made a party to such proceedings in such capacity, if:
a. All conduct was in good faith;
b. Such officer or director reasonably believed that his or her conduct was in the best interests of the corporation, or at least not opposed to the best interests of the corporation, and in the case of criminal proceedings, he or she had no reasonable cause to believe such conduct was unlawful.
(2) The Board may extend the foregoing indemnification to agents and employees of the Company on a case-by-case basis.
(3) All indemnification and insurance provisions herein are subject to the provisions of C.R.S. 7-3-101.5 as if said provisions were incorporated herein verbatim.
(4) The Company may purchase and maintain insurance on behalf of a person, who is or was a director, officer, employee, agent or fiduciary thereof, against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power under Colorado law to indemnify against such liability.
Sec. 3 - EMERGENCIES: In the event of an emergency, or situation requiring the Board action before proper notice could be given and a quorum obtained at any convenient meeting place, the President or Secretary may obtain a telephonic vote as follows;
(1) As many Board members as are available anywhere by phone shall be called and given the facts on the nature of the issue, the action desired or required and report any comments and votes by directors already talked to.
(2) The majority vote of those reached by phone, within such reasonable time as circumstances permit shall control.
(3) Within 48 hours after action was taken the initiating officer shall prepare a written report of the circumstances requiring such action, detailing contact of or inability to contact each director and the reasons for inability to contact, and a summary of the action taken including the breakdown of the vote. Such report shall be mailed to all directors, placed in the Company records and made available to any shareholder upon reasonable request.
(4) Unavailable directors shall subsequently review the written report and endorse thereon his or her vote, noting the date of such endorsement no later than 30 days after the events requiring emergency action unless such director is not available or capable in which case no later than 10 days after availability or capability occurs.
Sec. 4 - UNANIMOUS WRITTEN CONSENT: When an emergency does not exist, but meeting would be difficult and not necessary, a written resolution may be subscribed by all of the directors unanimously approving action to be taken by the board.
Sec. 5 - Reference to legal fees and expenses herein shall include legal or other fees incurred in connection with alternative methods of dispute resolution. Furthermore, in any transaction between a shareholder or shareholders and the Company or involving non-shareholders wherein the Company is dealing with the private affairs of individuals or shareholders, as opposed to the common interests of shareholders or the best interests of the Company, whether or not a conflict or litigation is involved, the interested shareholder(s) or non-shareholder(s) shall pay or reimburse such reasonable legal, clerical, administrative or other fees and expenses incurred by the Company in connection with such transaction. The Board may make payment in full of any fees and expenses a condition precedent to performance by the Company. In any situation where the board incurs legal, administrative or other consulting expenses while representing the interests of the company such expenses shall be reimbursable to the Company if the Company substantially prevails in any conflict.
THE FOREGOING BY-LAWS WERE REPEALED AND REENACTED AT A DULY CALLED AND CONDUCTED ANNUAL MEETING OF THE STOCKHOLDERS OF THE FLORIDA CANAL COMPANY OF THE 23RD DAY OF NOVEMBER, 1993.
Signed by: Harvey D. Brewer, Secretary of Florida Canal Company
Signed by Board of Directors:
Kalen Elliott
Jerry D. Kendrick
Marie Shields
Richard Ballantine
Paul Simon