Florida Farmers ByLaws & Florida Coop Ditch ByLaws
THE FLORIDA FARMERS DITCH COMPANY
The name of this Company shall be as stated in the Articles of Incorporation: "The Florida Farmers Ditch Company".
Section 1. The registered office and mailing address of the Florida Farmers Ditch Company shall be P.O. Box 3345, Durango, Colorado, 81302. The registered office and mailing address need not be identical, and may be changed at any time by the Board of Directors.
Section 2. The objects of this Company shall be as set forth in its Articles of Incorporation.
ARTICLE III. THE BOARD OF DIRECTORS AND THEIR MEETINGS
Section 1. All corporate powers shall be exercised by or under the authority of a Board of five (5) Directors who are stockholders, elected from their number by the shareholders at the annual meetings, and who serve staggered terms of three years. In order to stagger director terms, commencing with the January 2003 annual meeting, two (2) Directors shall be elected for a three (3) year term, two (2) Directors shall be elected for a two (2) year term, and one (1) Director shall be elected for a one (1) year term. Upon expiration of said staggered terms, all succeeding directors shall be elected for three (3) year terms.
Section 2. The Board of Directors shall have the power and authority to manage the business of the Company, delegate duties, appoint agents and employees, and transact all business by and on behalf of the Company in the manner as they shall provide by resolution adopted at a properly called meeting of the Board of Directors not inconsistent with these By-laws and the laws of the State of Colorado. 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 generally possess all the powers and perform all the duties usually exercised by or imposed upon Directors of similar corporations.
Section 3. Each Board of Directors, at the first meeting after their election, shall elect from among their number a President, a Vice-President and a Secretary/Treasurer for terms of one year.
Section 4. Meetings of the Board of Directors shall be held in La Plata County, Colorado.
Section 5. Meetings of the Board of Directors shall be called by the President when he shall deem necessary, or upon the request of three or more Directors. Timely notice of the time and place of each meeting must be given to each Director personally.
Section 6. A majority of the Directors shall constitute a quorum for the transaction of business. If less than a quorum exists, the directors may adjourn from time to time and place to place.
Section 7. In case of a vacancy in the Board of Directors before the expiration of the term, the remaining Board shall elect a qualified person to hold the office for the remainder of the term. The Board of Directors has the right to remove any officer or agent at a properly convened Board of Directors meeting as deemed necessary.
Section 1. The officers of the Company shall be a President, a Vice-President and a Secretary/Treasurer.
Section 2. Assistant officers may be from time to time appointed or employed by the Board of Directors as the needs of the Company may require, and said assistants, when acting in an official capacity, shall have all of the rights, duties, responsibilities and powers of such officer.
Section 3. All subordinate officers and assistants shall answer directly to the Board of Directors and shall serve at the pleasure of the Board until removed or replaced.
Section 4. The President shall be the chief executive officer of the Company; he shall sign all official papers and documents of the Company, preside at all meetings of the Board, and attend to such other duties as the Board of Directors may authorize.
Section 5. In the absence or inability of the President to discharge the duties of the office, the Vice-President shall act in his place, holding and exercising all the powers of the President. The Board of Directors may, if needed, elect a President pro tem.
Section 6. The Secretary/Treasurer shall keep the minutes of the meetings of the Board of Directors and of the Company; shall keep the stock book and corporate seal, and shall attest by his signature and seal of the Company all official documents and certificates of stock. He shall publish as required by law and these By-laws notice of all meetings of the shareholders, and shall provide timely notice of meetings to the Board of Directors. He shall have charge of all books connected with the issue, transfer and surrender of the stock certificates of the Company, and shall cause all surrendered certificates to be cancelled before issuing new ones, preserving the cancelled certificates. He shall maintain a list of shareholders, with their addresses, and shall prepare and certify this list for use at the annual meeting. He shall attend to all correspondence and perform all the duties incident to the office of secretary, and to such other business of the Company as assigned or required by the Board of Directors. The Secretary/Treasurer shall be the custodian of and receive all funds, credits and securities of the Company and shall deposit all moneys in the accounts of the Company and disburse the same in accordance with the rules, regulations, and resolutions of the Company. He shall keep a complete record of all financial transactions of the Company and render a statement of the condition of finances of the Company to the shareholders at each annual meeting, or as required by the Board of Directors.
Section 1. The annual meeting of the shareholders of this Company shall be held in La Plata County, Colorado, at a date and time deemed practical by the Board of Directors after the close of the fiscal year.
Section 2. Special meetings of the shareholders of the Company may be called by resolution at any meeting of the Board of Directors, by written request of the stockholders representing one-third of all the shares outstanding, or by a majority of the elected Directors. Notice of such meetings, stating the purpose or purposes for which called, shall be served personally or by mail, not less that ten days before the date set for such meeting. No business shall be acted upon at any special meeting of the shareholders except as specified in the call for the special meeting.
Section 3. Public Notice of the date and time of the annual meeting shall be given by publication in a local newspaper not less than ten days before the meeting, and by personal mailing to each shareholder of record not less than fifteen days before the meeting.
Section 4. The presence in person, or by proxy, of shareholders entitled to vote a majority of the outstanding shares of stock of the corporation shall be necessary for a quorum for the transaction of business. If a majority of stock is not represented, the shareholders present may adjourn and set a new date for a subsequent meeting, and the Secretary shall give at least ten days' notice in writing to each shareholder not present either in person or by proxy at such meeting
Section 5. Shareholders are entitled to as many votes as shares of stock standing in their name on the books of the Company at all meetings. At all meetings of the shareholders, all questions not specifically regulated by statute, shall be determined by a majority vote of the shareholders present in person or by proxy.
Section 6. At each annual meeting, the shareholders shall approve the annual budget for the fiscal year, shall elect Directors to serve as subsequent Directors' staggered terms expire, and transact any other business as may come before the shareholders.
Section 7. Any shareholder has the right to appoint, by power of attorney, an authorized stockholder's representative in compliance with Colorado law, to represent them in all matters concerning the Company.
Section 1. Each stockholder shall have the right to nominate a director or directors. The President shall then appoint two or more tellers to take and canvass the vote. The election shall be by ballot, on which each person voting shall write the names of the directors up for re-election. Each stockholder shall have the right to vote in person or by proxy one vote for each share of stock owned. The person or persons having the highest number of votes in consecutive order shall be declared elected to the Board of Directors for the then succeeding term. All voting shall be non-cumulative.
Section 1. The capital stock of this Company shall consist of One Thousand Eight Hundred (1800) shares with a par value of five dollars ($5.00) each share. Each share of the capital stock of The Florida Farmers Ditch Company shall entitle the owner to receive from the ditches and canals of said Company, water at the rate of one cubic foot of water per second of time for each forty (40) shares.
Section 2. Ownership of capital stock of The Florida Farmers Ditch Company is subject to these By-laws and the rules and regulations of the Company. The stock certificates shall be numbered and registered in the order in which they are issued. They shall be issued in consecutive order, and a current record thereof shall be maintained, including the name of the person owning the shares and the date of issue. Such certificates shall exhibit the holder's name, and shall be signed by the President, countersigned by the secretary, and sealed with the seal of the corporation.
Section 3. No certificate will be issued for less than One (1) share of The Florida Farmers Ditch Company, with the provision that all certificates for less than ten (10) shares of stock (representing one-quarter of one cubic foot of water per second of time), shall be issued in conjunction with a water delivery agreement.
Section 4. The stock and transfer and certificate books shall, in the absence of any special rules or regulations, be kept in the usual manner; bound in books with a stub containing the number of each certificate, its date of issue, and the number of shares represented.
Section 5. All transfers of shares must be made on the books of the Company, subject to the rules and regulations of the Company relating to transfers, and no shares of stock shall be assigned or transferred while the assignor is indebted to the Company.
Section 6. Certificates representing any shares to be transferred must be surrendered for cancellation before a new certificate will be issued. No certificate shall be issued in place of one stated to be lost or otherwise unavailable unless the claimant shall sign an indemnification agreement with the Company indemnifying against any claims arising out of the issuance or proper refusal to issue a replacement stock certificate.
Section 7. The Board of Directors may at any time adopt 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.
Section 1. The Board of Directors may appoint a Ditch Rider to act as Superintendent of the ditches and canals of the Company, subject to the direction of the Board of Directors.
Section 2. It shall be the duty of the Company's authorized representative and Ditch Rider to care for and properly maintain the ditches and canals of the Company and to keep the same in repair. He shall release the amount of water to each shareholder as entitled.
Section 3. No person, other than the Ditch Rider, shall have the right to open or close any headgate, waste gate, division box, or other measuring device, and all such equipment is under the sole control of the Ditch Rider, in accordance with Colorado Water Law.
Section 1. Each stockholder in the Company shall be entitled to and allotted, upon application, as much water as may be necessary for irrigation or cultivation of his lands, not exceeding one cubic foot of water per second of time for each forty shares of stock owned. The priorities of all shareholders using water from the Company's canal shall be equal without regard to the time when water may have been allotted.
Section 2. Water shall be furnished continuously as available during the irrigating season, beginning no earlier than May 1, to irrigate or cultivate the land. 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.
Section 3. No stockholder shall permit the water furnished him or any portion thereof to run to waste. As soon as a sufficient quantity of water shall have been used for the purposes allowed, the shareholder shall notify the Ditch Rider to shut off the water until it shall be needed again. In no case shall the amount of said water taken or received by each shareholder exceed one cubic foot flowing over a measuring device per second for each forty (40) shares of stock held by him.
Section 4. All water shall be delivered to the shareholders through a headgate or measuring device in the main channel, dividing the same as nearly as may be in proportion to the amount of stock each holds. Division shall be uniform the entire length of the 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 stock until the problem has been resolved to the satisfaction of the Board of Directors. The obligation of the Company to deliver water shall be limited to the amount entitled at the headgate or measuring device on the main canal, less reasonabletransportation and ditch losses.
Section 5. If by reason of any cause, the supply of water shall be insufficient to furnish an amount equal to one c.f.s. per 40 shares, then such water as may flow shall be distributed pro rata to the shareholders. The Board of Directors may establish and enforce such rules and regulations as they may deem necessary or expedient to distribute the water fairly.
Section 6. Should any stockholder fail to pay the annual assessment on or before the fifteenth day of April 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. The unpaid portion of the assessment shall accrue interest at the rate of one percent (1%) per month until paid in full. 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.
Section 7. 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.
Section 8. Upon the failure of any stockholder to pay any assessments in arrears more than sixty days, 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.
Section 1. Each shareholder is entitled to receive a copy of the current By-laws upon receipt of a new certificate or by request.
Section 2. These By-laws may be altered, amended or repealed, in whole or in part, by the shareholders at any duly called meeting provided a written statement of the proposed changes and a copy thereof is sent by the Secretary to each shareholder 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 the stock present or represented by proxy constituting a quorum which vote shall be taken and recorded by yeas and nays.
Section 3. These By-laws shall take effect and be in force immediately after their adoption.
Section 1. Any stockholder ("applicant") desiring a change of water right as defined in the Water Right Determination and Administration Act of 1969, Revised Statutes Section 37-92-101 through 37-92-603, including, but not limited to, a change in point of diversion or place of use of any water that the applicant is entitled to receive as a result of stock ownership must first make a written application to the directors of the Company. A change of water right shall include the use of water the shareholder is entitled to as a result of stock ownership as augmentation water in a plan for augmentation or exchange. The request should detail the requested change and include adequate terms and conditions to prevent injury to the Company and its shareholders. If, in the reasonable opinion of the directors, such change may be approved without injury to the Company and all of its stockholders, the directors shall then approve the change application subject to necessary terms and conditions. In evaluating whether the requested change of water rights can be made without injury to the Company and its shareholders, the company may obtain an engineering and legal analysis of the requested change by the applicant and the terms and conditions offered by the applicant.
Section 2. The Company shall evaluate the application for change of water rights within a reasonable amount of time.
Section 3. No application for approval of a change of water right or plan for augmentation as described above may be made to the District Court for Water Division No. 7, State of Colorado ("Water Court"), unless the same has been approved by the Company. If an application has been approved by the Company, the applicant must include terms and conditions at least as stringent as those approved by the Company in an application to the District Court for Water Division No. 7, State of Colorado.
Section 4. An applicant for a change of water right must reimburse the Company for the Company's reasonable costs and fees, including a charge for time spent by the directors and Company employees in analyzing the application to the Company and in any judicial litigation that follows. This specifically includes a challenge to the Company's denial of an application. Prior to analyzing the proposed change, the Company shall obtain an estimate of the costs. The Company shall make said estimate of cost within 30 days of submission of an application and the applicant shall have 30 days after receipt of the estimate from the Company to make the deposit. The Company shall not take final action on any application until, and unless, the applicant makes said deposit. If the estimate and deposit needs to be adjusted by further payment or reimbursement, said adjustment shall be made upon the completion of the analysis. In no event shall the Company be required to finally approve or disapprove the application until all fees incurred by the Company are reimbursed.
Section 5. If any portion of this Article XI is declared void by a court of law, the remaining portions of this by-law shall remain in full force and unaffected.
Section 1. INDEMNIFICATION: The Company may indemnify an Officer or Director when permitted under one or more of the provisions contained in Section 7-109-101 to Section 7-109-110, C.R.S. In addition, the Company shall indemnify an Officer or Director when required by Section 7-109-101 to Section 7-109-110, C.R.S.
Section 2. 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.
Section 3. 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.
Section 4. LEGAL EXPENSES: Any shareholder who brings an unsuccessful judicial action against the Company shall be responsible for the Company's reasonable attorneys' fees and cost in defending said action. Unsuccessful is intended to mean that the shareholder did not substantially prevail in his, her or its action against the Company.
THE FOREGOING BY-LAWS WERE REPEALED AND REENACTED AT A DULY CALLED AND CONDUCTED ANNUAL MEETING OF THE STOCKHOLDERS OF THE FLORIDA FARMERS DITCH COMPANY OF THE 18th DAY OF FEBRUARY, 2003.
Signed by Board of Directors:
Douglas Thurston
Sean O’Kane
Terry Palmer
J. Roger Cole
Leland Hill
I, the undersigned, Secretary of the Florida Farmers Ditch Company, a Colorado Corporation, do hereby certify that the foregoing is a true and complete copy of the By-laws of said corporation, including all amendments to date, as the same were adopted by the Shareholders of said corporation on February 18, 2003.
IN WITNESS WHEREOF, I have affixed the seal of The Florida Farmers Ditch Company and subscribed my name on the 18th day of February. 2003
Secretary