BYLAWS OF EAST MILL CREEK WATER COMPANY
- OBJECTS AND PURPOSES
- PRINCIPAL OFFICE
- Classes of Stock
- Transfer of Stock
- Description of Stock Certificates
- Lost, Stolen or Destroyed Certificates
- Surrender and Transfer of Certificates
- Stockholder of Record
- Treasury Stock
- FISCAL YEAR
- >PRINCIPAL OFFICE AND REGISTERED AGENT
- BOARD OF DIRECTORS
- Election of Officers
- Duties of Officers
- Resignation of Officers
- Removal of Officers
- Stockholders and Members
- Annual Meetings
- Calling Special Meetings
- Mailing of Notice
- Waiver of Notice
- Voting List
- Voting by Certain Types of Stockholders Entitled to Vote
- CHANGE OR EXCHANGE APPLICATIONS
- Maintenance of Private Laterals
- ANNUAL FINANCIAL REPORT
- AMENDMENT TO BYLAWS
EAST MILL CREEK WATER COMPANY
The Bylaws of the East Mill Creek Water Company are as follows:
The name of this Utah nonprofit Corporation is the East Mill Creek Water Company (hereinafter the “Company”).
The duration of the Company shall be perpetual, unless terminated sooner as provided by law.
OBJECTS AND PURPOSES
This Company is a non‑profit mutual water company, the objects and purposes of which are set forth in Article V of the Company’s Amended and Restated Articles of Incorporation.
The principal office for the transaction of the business of the Company shall be at 2419 East 3510 South, Salt Lake City, Utah 84109. The Board of Directors is hereby granted full power and authority to change the principal office, from time to time, from one location to another so long as the principal office is located in Salt Lake County, Utah.
- Classes of Stock. All members of the Company shall be stockholders. The classes of stock in the Company shall be as set forth in Article VII of the Company’s Amended and Restated Articles of Incorporation.
- Transfer of Stock.
- Description of Stock Certificates.
The certificates of stock of the Company shall be in such form as determined by the Board of Directors. Certificates shall be signed by the President or such other officer authorized by law and the Board of Directors, and countersigned by the Secretary and affixed with the seal of the Company. Certificates shall exhibit the shareholder’s name, the number of shares of stock represented thereby, the date of issue, any authorized condition or restriction placed thereon, and any other information required by the Board of Directors. The same information shall be entered in the stock ledger books of the Company which shall be kept at the principal office of the Company.
- Lost, Stolen or Destroyed Certificates.
If a stockholder claims that a certificate has been lost, stolen, or destroyed, the Board of Directors may direct that a new certificate be issued, upon submission by the stockholder of a legal affidavit that the old certificate was, in fact, lost, stolen or destroyed, as the case may be, and by providing any necessary security as determined by the Board of Directors.
- Surrender and Transfer of Certificates. Upon surrender of a stock certificate, properly endorsed for transfer or accompanied by legal evidence of succession, assignment or other lawful authority of transfer, the Company shall issue a new certificate to the person or entity entitled thereto and shall cancel the old certificate. The Company may charge a reasonable fee for the issuance of each new stock certificate. Every such transfer shall be entered on the stock ledger books of the Company.
- Stockholder of Record. The Company shall treat the holder of record as shown on the stock ledger books of the Company of any share(s) or fraction thereof as the record owner thereof, and shall not be bound to recognize any other claim, equitable or otherwise, whether or not the Company has notice thereof, except as may be otherwise provided by the laws of the State of Utah.
- Treasury Stock. The Company, through the Board of Directors, may acquire by any lawful means, outstanding shares of stock of the Company which shall be known as “Treasury Stock”, which shall be held by the Company in a fiduciary capacity. Such shares may be leased for periods of up to five (5) years by a majority vote of the Board of Directors but shall not be sold without a vote of the stockholders under the special voting and quorum provisions of the Restated and Amended Articles of Incorporation. Treasury stock shall not be subject to assessment and shall not be voted by the Board of Directors.
Transfer of stock or a portion thereof is allowed upon proper and legal endorsement of the stock certificate(s). Stock shall be assignable and transferable on the books of the Company upon written request to the Secretary of the Company by the person in whose name it appears, by his or her legal representative(s), or by his or her duly authorized agent. Such a request may also be made by the assignee or purchaser of stock, so long as the stock certificate(s) have been legally endorsed and notarized by the prior owner of record, or by his or her duly authorized agent or legal representative(s). In the case of transfer by a power of attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary. In all cases of transfer, the former stock certificate(s) must be surrendered and canceled before a new certificate will be issued.
The Fiscal Year of the Company shall be the calendar year from January 1 to December 31 of each year.
PRINCIPAL OFFICE AND REGISTERED AGENT
The principal and official office and registered agent of the Company shall be at the location and be the person set forth in Articles III and XX of the Company’s Amended and Restated Articles of Incorporation, respectively, and may be changed from time to time by the Board of Directors as provided by Article XXII thereof; Article IV of these Bylaws, and § 16‑6a‑502 Utah Code Annotated, as amended.
- Election of Directors. The Board of Directors shall consist of seven (7) Directors, as set forth in Article VIII of the Company Amended and Restated Articles of Incorporation, each of whom shall be elected as provided for in Article IX of the Company’s Amended and Restated Articles of Incorporation.
- Powers and Duties of the Board of Directors. The Board of Directors shall have the control and general day‑to‑day management of the affairs and business of the Company as provided in Article XVI of the Company’s Amended and Restated Articles of Incorporation. Other specific powers of the Board of Directors may be set forth elsewhere in these Bylaws. The Directors shall in all cases act as a Board, regularly convened, and may adopt such rules and regulations for the conduct of meetings and the management of the Company as they deem proper, so long as they are not inconsistent with the Company’s Amended and Restated Articles of Incorporation, these Bylaws, and the laws of the State of Utah. In addition to and without limitation of other specific powers of the Board of Directors set forth in these Bylaws, the Board shall have the power and authority:
- To adopt rules and regulations governing the use of water and shall, in times of shortage, adopt and implement appropriate water conservation rules and practices.
- To determinate and levy assessments on the classes of stock of the Company and to collect unpaid assessments as provided in Article XVIII of the Company’s Restated and Amended Articles of Incorporation, these Bylaws, and as provided by Utah law. All shares of stock in a designated class as provided for in Article VII of the Company’s Amended and Restated Articles of Incorporation shall be assessed on an equal basis, but the different classes of stock may be assessed differently as determined by the Board of Directors; provided, that where Class A stock is designated to be used from a specific ditch, the stockholders on said ditch may be assessed in amounts different from Class A stock on other ditches to pay for the costs of operating and maintaining the respective ditches as determined by the Board of Directors.
- To appoint and remove officers of the Company and fill vacancies on the Board of Directors as provided in Articles IX, X and XI of the Company’s Amended and Restated Articles of Incorporation.
- To hire and retain watermasters, contractors, engineers, hydrologists, legal counsel, accountants, or other experts or specialists deemed necessary to carry out the purposes and business of the Company.
- To consider and approve or reject stockholder requests to change stock from one Company ditch to another, within the service area of the Company.
- To consider and approve or reject stockholder requests for changes in the point of diversion, place or nature of use of water owned by the Company as more fully set forth in Article XII of these Bylaws, Article XVI of the Company’s Amended and Restated Articles of Incorporation and § 73‑3‑3.5, Utah Code Annotated, as amended.
- To allocate any forfeited water rights of the Company to stockholders causing such forfeiture as provided for in Article XIII of these Bylaws and Article XVI of the Company’s Restated and Amended Articles of Incorporation and § 73‑1‑4.5, Utah Code Annotated, as amended.
- To vote shares of stock which may be owned by the Company in any other mutual irrigation or water company.
- To take any and all actions necessary to protect and preserve the water rights of the Company, and to file applications to appropriate, change applications, exchange applications, non‑use applications or any other applications or protests with the Utah Division of Water Rights (also known as the Utah State Engineer) as the Board determines to be in the best interests of the Company and to prosecute appeals from decisions of the Utah State Engineer, as provided by law, provided, however, that protests to the Utah State Engineer may be filed by the President. The Board may also file water user claims and protests or other pleadings in any general water adjudication action brought under the laws of the State of Utah.
- Tenure and Qualifications of Directors. Each Director shall hold office for a term of one (1) year or until a successor has been duly elected. The qualifications for a Director are as set forth in Article VIII of the Company’s Amended and Restated Articles of Incorporation.
- Resignation of Directors. A Director may resign at any time by giving written notice to the Board of Directors. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board.
- Removal of Directors. Any Director may be removed for conduct prejudicial to the interests of the Company, as provided in Article IX of the Amended and Restated Articles of Incorporation. The Director sought to be removed shall not vote on such matter.
- Vacancies. Any vacancy on the Board of Directors caused by death, incapacity, resignation, removal, or otherwise, may be filled by an affirmative vote of the majority of the remaining Directors, even though less than a quorum. The Director so elected shall hold office until a new director is elected at the next regular annual stockholders meeting and shall serve the unexpired term of the Director being replaced.
- Agreements, Contracts, Loans, or Other Obligations. No agreement or contract of indebtedness, loan, deeds or other such obligations shall be executed or signed in the name of, or on behalf of, the Company by any officer or agent of the Company unless specifically authorized to do so by the Board of Directors, which authorization may be general or limited to specific conditions or circumstances. For any transaction that is subject to prior stockholder approval shall be governed by the Company’s Amended and Restated Articles of Incorporation, as applicable.
- Funds Received. All income and monies received by the Company shall be regularly deposited to the credit of the Company into such financial institutions and accounts as the Board of Directors shall designate. The Board of Directors may designate a sinking fund to provide for unexpected emergencies or major capital improvements to the facilities and delivery system of the Company. All contracts, agreements, loans, checks, notes and other such documents shall be signed by the appropriate officers as specified in these Bylaws.
- Voting. At all meetings of the Board of Directors, each Director shall have one (1) vote. Except as provided in subparagraph E above, the affirmative vote of a majority of Directors present at a meeting at which a quorum is present shall be sufficient to pass any resolution, motion, election, or other action and shall be regarded as the act of the Board of Directors, unless otherwise provided for in these Bylaws, the Company’s Amended and Restated Articles of Incorporation or the laws of the State of Utah.
- Quorum. Except as provided in subparagraphs E and F above, a majority of Directors present at a duly called meeting of the Board shall constitute a quorum of the Board necessary for the transaction of business. If a quorum is not present at any meeting of the Board, those present may adjourn the meeting until a quorum can be present.
- Regular Board Meetings. A regular annual meeting of the Board of Directors with notice given by these Bylaws, shall take place no later than five (5) business days immediately following the annual members’ meeting. The Directors, by resolution, may provide the time and place for additional regular meetings of the Board without any further notice other than such resolution.
- Special Meetings. Special meetings of the Board of Directors may be called by the President or by request of any three (3) Directors submitted to the President. Notice of all special meetings shall be given to each of the Directors at least 24 hours before such meeting if given in person, telephone, or via the internet, and at least three (3) days before such meeting if given by mail. Neither the business to be transacted at, or the purpose of any regular or special meeting of the Board need be specified in the notice.
- Waiver of Notice. A Director’s attendance at or participation in any meeting waives any required notice to the Director of the meeting, unless the Director at the beginning of the meeting, or promptly upon the Director’s arrival, objects to the holding of the meeting or transacting business at the meeting because of lack of notice or defective notice, and does not thereafter vote for or assent to action taken at the meeting.
- Emergency Powers. In anticipation of or during an emergency caused by a catastrophic event, such as, but not limited to, earthquake, flood, foreign attack, civil insurrection, or terrorist act, the Board of Directors may exercise emergency powers as provided for in Article XVI of the Amended and Restated Articles of Incorporation and pursuant to § 16‑6a‑303, Utah Code Annotated, as amended. In such a situation, the Board of Directors may:
- Modify lines of succession to accommodate the death or incapacity of any Director, officer or agent;
- Adopt Bylaws to be effective only during the period of the emergency;
- Relocate the principal office of the Company;
- Give notice of meetings of the Board of Directors in the most practical manner, including by radio;
- Allow officers of the Company, not members of the Board of Directors, to be considered as members of the Board, as necessary to achieve a quorum; and,
- To take other action, not requiring stockholder approval, in good faith to further the ordinary business of the Company during such emergency.
- In emergency situations, the President or Vice President may expend up to $500 to alleviate conditions created by the emergency.
- Liability Insurance. The Board of Directors to the extent available, shall purchase and keep in effect a policy of liability insurance in the name of the Company.
- Voting of Stock in Other Corporations. If the Company owns stock in any other mutual irrigation or water company or any other corporation, the President or Vice‑President, or their appointed designee, after consulting with the Board of Directors, may vote such shares either in person or by proxy.
- Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in this Article shall be eligible for election as directors of the Company. Nomination for election to the Board of Directors of the Company at the annual meeting of the Shareholders may be made by the Board of Directors, or by any shareholder of the Company entitled to vote for the election of Directors at such meeting and seconded by another stockholder.
- Election of Officers. The Board of Directors shall elect a President, Vice‑President, Secretary and Treasurer as provided in Article X of the Amended and Restated Articles of Incorporation. The offices of President and Secretary may not be held by the same person. The offices of Secretary and Treasurer may be the same person if so designated by the Board of Directors. The President shall act as the chairman of the Board of Directors. The Board of Directors may also require the Secretary, Treasurer or other officer or employee of the Company to post such security or bond for the faithful discharge of his or her duties as the Board may direct. The officers shall hold office for terms as set forth in Article X of the Amended and Restated Articles of Incorporation.
- Duties of Officers. The duties and powers of the officers of the Company shall be as follows:
- President. The President shall be the principal executive officer of the Company and, subject to the direction of the Board of Directors, shall supervise and control all the business and affairs of the Company. The President shall preside at all meetings of the stockholders and the Board of Directors. The President shall present a report of the financial condition of the Company at each annual meeting of the stockholders and Directors; call regular and special meetings of the stockholders and Directors in accordance with these Bylaws and the Amended and Restated Articles of Incorporation; sign and execute all contracts, agreements, approvals, protests, applications, deeds or other such legal documents in the name of the Company, subject to the approval of the Board of Directors or the stockholders, as the case may be; see that the books, reports, records, statements and certificates required by these Bylaws, the Amended and Restated Articles of Incorporation, or the laws of the State of Utah, are properly kept, preserved, made and filed according to law; sign all stock certificates, and enforce these Bylaws and perform all the other duties of the position and office as required by law.
- Vice‑President. In the case of absence or inability of the President to perform or render the President’s duties or powers, as set forth in these Bylaws, the Amended and Restated Articles of Incorporation, or the laws of the State of Utah, such duties and powers shall be performed and exercised by the Vice President and, when so acting, the Vice President shall have the same powers, duties and responsibilities given to or imposed upon the President. In the case of death, incapacity, resignation or removal of the President, the Vice‑President shall be the acting President until such time as a successor is elected as provided for in these Bylaws and the Amended and Restated Articles of Incorporation. The Vice‑President shall also perform such other duties as may be assigned by the President or the Board of Directors.
- Secretary. The Secretary shall keep written minutes of all meetings of the stockholders and keep such minutes in a record book at the Company’s principal office. The Secretary shall give and serve all notices of the Company and its meetings, and shall be the custodian of the records of the Company and the corporate seal and may affix such seal when so authorized or requested to do so. Upon leaving office, the Secretary shall transfer possession of all records, documents and the seal of the Company to his or her successor. The Secretary shall also keep at the principal office the stock ledger books in the manner prescribed by the Amended and Restated Articles of Incorporation, these Bylaws, or as required by law, showing the amount of stock issued and outstanding; the names and addresses of the owners thereof, including any treasury stock held in the name of the Company; the number of shares owned by each stockholder; the date on which each person became the owner thereof; any approved change or non‑use application filed on any shares; the cancellation of any shares due to forfeiture; and any other information as may be appropriate. The stock ledger books and records of the minutes of all meetings of the Company shall be opened for inspection and copying by any stockholder of the Company, during regular business hours to the extent permitted by law. The Secretary shall also sign all certificates of stock; shall present to the Board of Directors at their meetings all correspondence, notices and invoices addressed to the Secretary or the Company officially, and shall attend to all correspondence and perform such other duties incident to the office of Secretary, and such other duties as may, from time to time, be assigned by the President or Board of Directors.
- Treasurer. The Treasurer shall keep and maintain accurate and correct books and accounts and records of the properties, assets, income, debts, disbursements, liabilities, and receipts of the Company. The Treasurer shall have care, custody and responsibility for all funds, accounts and securities of the Company, and shall deposit in the name of the Company, all such funds in such bank(s) or financial institutions or safe deposit vaults as the Board of Directors may designate. The financial books and accounts of the Company shall be available for inspection at all reasonable times to any Director, or to stockholders of the Company during regular business hours at the principal office of the Company. The Treasurer shall render a statement of the finances of the Company at the annual meeting of the shareholders. The Treasurer shall disburse the funds of the Company as ordered by the President or the Board of Directors. All checks, drafts, warrants, notes or other orders for the payment of money shall be signed by the Treasurer and countersigned by the Secretary, so long as those positions are held by different persons. If the positions of Secretary and Treasurer are held by the same person, the same shall be signed by the Treasurer and President. The Treasurer shall also perform such other duties as may be assigned by the President or Board of Directors. Upon leaving office, the Treasurer shall transfer possession of the financial books, records, accounts, and any other financial records to his or her successor.
- Resignation of Officers. An officer may resign at any time by giving written notice to the Board of Directors. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board.
- Removal of Officers. Any or all of the officers may be removed from their position by a majority vote of the Board of Directors whenever the Board of Directors determines it is in the best interests of the Company.
- Vacancies. Any vacancy caused by the resignation, removal, death or incapacity of an officer shall be filled by a majority vote of the Board of Directors. Any officer so appointed shall serve the remaining term of the officer being replaced.
- Compensation of Directors. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attending each meeting of the Board of Directors, or each may be paid a stated salary as a Director. A Director shall not serve as an employee of the Company or be independently retained for work set forth in Article VIII(B)(4) of these Bylaws; provided, that a Director may serve as a Water Master, with the approval of the other Directors.
- Compensation of Officers or Employees. The officers and employees of the Company shall receive such salary or compensation as may be determined by the President and Board of Directors.
- Stockholders and Members. Stockholders of the Company are as set forth in Article VI of the Amended and Restated Articles of Incorporation.
- Annual Meetings. The annual meeting of the stockholders shall be called and held as provided for Article XI of the Amended and Restated Articles of Incorporation.
- Calling Special Meetings. Special stockholder meetings for all stockholders of the Company may be called by a resolution of the majority of the Board of Directors or by written request of the owners of at least 20% of the issued and outstanding voting stock of the Company (not counting any treasury shares held in the name of the Company) submitted to the Board of Directors. Where such a meeting is called by request of stockholders, those stockholders requesting such meeting shall pay all costs associated with the noticing and holding of such meeting.
- Notice. The Secretary shall provide written notice of the annual stockholders meeting and any duly called special stockholders meeting by mail to all stockholders of record not less than ten (10) days prior to any such meeting. The notice shall specify the date, time, place and purpose of the meeting.
- Mailing of Notice. The mailing of all required notices under the Amended and Restated Articles of Incorporation and these Bylaws shall be deemed to be delivered when deposited in the United States mail, first class, postage paid, addressed to the stockholder at the address as it appears on the Company’s stock transfer books. It shall be the responsibility of all stockholders to advise the Secretary of any change in the stockholder’s mailing address.
- Waiver of Notice. Whenever any notice is required to be given any stockholder, a waiver thereof in writing signed by the stockholder entitled to notice, or his or her attendance and casting of votes at any stockholder meeting, shall be the equivalent of giving such notice.
- Voting List. The Secretary shall establish a stockholder of record date for each stockholder meeting and bring the stock ledger books current as of such date. The stock ledger books shall be subject to shareholder inspection at the office of the Company during normal business hours and at any time during a stockholder meeting. The stock ledger books shall be prima facie evidence as to the list of stockholders entitled to vote at any meeting.
- Voting. As provided in Article XV of the Amended and Restated Articles of Incorporation, each member whose assessments are current and otherwise entitled to vote shall be entitled to vote based on stock ownership. Owners of fractional shares shall have an equivalent fractional vote. In voting for Directors, there shall be no cumulative voting.
- Proxy. Pursuant to Article XV of the Amended and Restated Articles of Incorporation, votes may be cast in person or by written authorized proxy. Each proxy must be executed by the stockholder or a person duly appointed by the stockholder through a properly executed power of attorney and filed with the Secretary ten (10) days prior to any meeting. Any proxy shall only be valid for a term not to exceed eleven (11) months from the date of its execution, unless a shorter duration is specified therein, or the stockholder or his or her duly authorized attorney cancels the proxy authorization in writing.
- Voting by Certain Types of Stockholders Entitled to Vote. As may be applicable, special voting rules and procedures shall apply to certain types of stockholders as follows:
- Corporate Stockholders. Shares held in the name of any Company, profit or non‑profit, may be voted by such officer, agent or proxy as the articles of incorporation or bylaws of such other Company may provide, or, in the absence of such provisions as the Board of Directors of such other Company may determine.
- Governmental Stockholders. Shares held by the United States, or the State of Utah, or any agency, department, division or bureau of either, or a political or quasi‑political subdivision of the State of Utah, including, but not limited to, counties, municipalities, water conservancy districts, special service districts, metropolitan water districts or irrigation districts, may be voted by the director, manager, administrator, mayor, chairman of any governing Board or their duly authorized representative, as the case may be, or as otherwise permitted by law.
- Representative Stockholders. Shares held or lawfully controlled by a trustee, personal representative, administrator, executor, guardian, or conservator may be voted either in person or by proxy without the transfer of such shares into his or her name.
- Stockholders in Receivership or Bankruptcy. Shares held in the name or under the control of a receiver or trustee in bankruptcy may be voted by such receiver or trustee either in person or by proxy without the transfer thereof into the receiver or trustee’s name, if authority to do so is contained in an appropriate order of the court by which that receiver or trustee was appointed.
- Stockholders of Pledged Shares. A stockholder whose shares are pledged as collateral shall be entitled to vote those shares until such time as the shares have been legally transferred into the name of the pledgee.
- Quorum. A quorum for all stockholder meetings shall be as provided in Article XIV of the Amended and Restated Articles of Incorporation unless otherwise provided.
Pursuant to Article XVI of the Amended and Restated Articles of Incorporation, no stockholder shall have authority to file a change or exchange application involving the water rights of the Company without following the procedures set forth in these Bylaws and in § 73‑3‑3.5, Utah Code Annotated, as amended.
- Temporary Changes or Trading of Water Turns. Arrangements for temporary short‑term changes or the trading of water turns within the Company system shall be coordinated through the watermaster having jurisdiction over the distribution of water in that portion of the Company’s distribution system. Trading of water turns shall be limited to water turns on a specific delivery ditch.
- Changing of Delivery Ditches. A stockholder may not transfer stock from one Company ditch to another without the express written approval of the Board of Directors. A stockholder wishing to make such a change will request each permission in writing, setting forth the reasons for the requested change. The Board may approve the requested change if sufficient carrying capacity exists in the ditch and other stockholder in said ditch will not be adversely affected.
- Changes Requiring State Engineer Approval. Pursuant to Article XVI of the Amended and Restated Articles of Incorporation, no stockholder shall have the authority to file or cause to be filed, a change, temporary change or exchange application involving the water rights of the Company with the Utah State Engineer, without the express approval of the Board of Directors and following the procedures set forth in § 73‑3‑3.5, Utah Code Annotated, as amended.
Pursuant to Article XVI of the Amended and Restated Articles of Incorporation, upon the issuance of a final decree or interlocutory decree in a general adjudication action of a court of competent jurisdiction or a final decision by the Division of Water Rights, that a portion of the water rights owned or held by the Company have been forfeited for non‑use under the laws of the State of Utah, the Board of Directors, pursuant to § 73‑1‑4.5, Utah Code Annotated, as amended, shall have the power and authority to apportion such loss or forfeiture to any and all stockholders whose failure to make beneficial use of the water caused the loss or forfeiture of that portion of the Company’s water right. The procedures for allocating such forfeiture and loss of water shall generally follow the process set forth in § 16‑6a‑609, Utah Code Annotated, as amended.
The water of the Company shall be distributed and delivered such that in each water year, to the maximum extent possible, each stockholder receives his or her proportionate share of the waters of the Company.
- Watermaster. The Board of Directors may appoint or hire Watermasters to manage and control the distribution water through the Company‑owned distribution system under the direction of the Board of Directors. Such Watermasters may be paid a salary as determined by the Board of Directors. Stockholders of the corporation are prohibited from interfering with the Watermasters in the performance of their duties, including interference with or the unauthorized adjustment, removal, closure or destruction of any headgate or diversion works under the control of the Watermaster, including the removal of locks.
- Maintenance of Private Laterals. The responsibility for maintaining, cleaning and repair of any lateral which is not owned by the Company shall rest solely with the stockholders using said ditch or lateral. At any time prior to or during the irrigation season, the Watermaster may inspect any such ditch or lateral, and if it is determined that the same is not capable of safely carrying or transporting water, the Watermaster may refuse to deliver water to said ditch or lateral until the same shall have been cleaned or repaired at the sole expense of the stockholders making use thereof.
The stock of the Company shall be assessed at such times and in such amounts and manner and for such uses and purposes as the Board of Directors may determine, in accordance with the provision of Article XVIII of the Amended and Restated Articles of Incorporation and Article VIII(B) of these Bylaws. All notices of assessment shall specify the amount per share, the address and person(s) to which the assessment is to be sent or delivered, and the date upon which the payment is due. Any assessments not paid in full within sixty (60) days of the notice of assessment shall be deemed delinquent, and the Company may foreclose on any defaulting stockholder’s stock by public sale of such stock to the highest bidder pursuant to the procedures set forth in § 16‑4‑4, et seq., Utah Code Annotated, as amended.
The President and Board of Directors shall prepare or cause to be prepared by a qualified accountant using accepted accounting practices, an annual report on the financial condition of the Company at the end of each fiscal year. The President or Treasurer shall present said report to the stockholders at the annual meeting.
These Bylaws may be amended as set forth in Article XXI of the Amended and Restated Articles of Incorporation.
Approved and adopted by a majority vote of the stock present in person or by proxy at a duly‑noticed and called meeting on the 22nd day of March, 2007.